Unassociated Document


     

    Exhibit
4.46

     

    [Translation
of Chinese Original]

     

    Intellectual
Property Transfer Agreement

     

    This
Intellectual Property Transfer Agreement (hereinafter referred to as “this Agreement”) is entered
into on August 13, 2008, in Beijing, by and between:

     

    Novel-Tongfang
Information Engineering Co., Ltd. (hereinafter referred to as “the Transferer”), a liability
limited company established and validly existed under the laws of the People’s
Republic of China, with its domicile address at 1st Floor,
Building A, Incubation Center, Shishan Software Scientific and Technological
Park, Nanhai, Foshan; and

     

    Beijing
Super TV Co., Ltd. (hereinafter referred to as “the Transferee”), a liability
limited company established and validly existed under the laws of the People’s
Republic of China, with its domicile address at 4th Floor,
Building B, Jing-Meng Hi-Tech Mansion, No. 5, Shangdi East Road, Haidian
District, Beijing;

     

    For the
purpose of this Agreement, both parties are hereinafter individually referred to
as a “Party” and collectively referred to as the “Parties”.

     

    Whereas,

     

    
      	
              1.

            	
              The
      Transferer has the patent rights and patent application rights listed in
      Attachment 1 (hereinafter referred to as “the Proposed Intellectual
      Property”);

            


    

     

    
      	
              2.

            	
              The
      Transferer is willing to transfer the Proposed Intellectual Property to
      the Transferee by the way agreed in this Agreement, and the Transferee
      agrees to accept such patent rights and patent application rights by the
      way agreed in this Agreement;

            


    

     

    Now
therefore in consideration of the premises and of the mutual agreements and
covenants herein contained through consultation, the Parties agree as
follows:

     

    
      	
              1.

            	
              Transfer
      of Patent Rights

            


    

     

    
      	
              1.1

            	
              For
      the purpose of this Agreement, the Proposed Intellectual Property refers
      to the patent rights and patent application rights owned by the Transferer
      and contained in Attachment 1, and all and any right and interest in
      connection with the proprietary right of the Proposed Intellectual
      Property.

            


    

     

    
      	
              1.2

            	
              The
      proprietary right of the Proposed Intellectual Property, and all and any
      right and interest in connection therewith or derived therefrom shall, as
      of the date this Agreement becomes effective as determined in Article 8
      hereof, be owned by the Transferee, unless otherwise stipulated by
      relevant Chinese laws or provided for in this
  Agreement.

            


    

     

    
      	
              1.3

            	
              The
      Transferee shall not assume any liabilities of the Transferer in
      connection with the Proposed Intellectual
  Property.

            


    

     

    
      	
              1.4

            	
              Transfer
      price. The transfer price of the Proposed Intellectual Property is
      RMB21,195,500 (RMB
      TWENTY ONE MILLION ONE HUNDRED NINETY FIVE THOUSAND AND FIVE HUNDRED
      ONLY); in which the transfer price of the intellectual property
      related to the digital watermark technology is RMB13,282,500 and that of image tracing
      technology is RMB7,913,000.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              1.5

            	
              Payment
      of the transfer price. The Transferee shall, within 5 days upon this
      Agreement’s coming into force, pay the transfer price in full to the bank
      account specified by the
Transferer.

            


    

     

    
      	
              1.6

            	
              The
      Transferer shall to its best assist the Transferee to obtain the relevant
      approvals, filings, registrations or notices required in transferring
      patent rights or patent application rights as stipulated by relevant laws
      and regulations. The expenses incurred by relevant formalities shall be
      assumed by the Transferer and the Transferee respectively as stipulated by
      relevant laws and regulations. In absence of laws and regulations in this
      regard, such expenses shall be evenly assumed by the Transferer and the
      Transferee.

            


    

     

    
      	
              2.

            	
              Obligations
      of the Parties

            


    

     

    
      	
              2.1

            	
              Obligations
      of the Transferer

            


    

     

    
      	
               
      

            	
              1)

            	
              The
      Transferer shall forthwith and completely transfer the patent rights and
      patent application rights set forth in Article 1
  hereof;

            


    

     

    
      	
               
      

            	
              2)

            	
              The
      Transferer shall be obliged to keep confidentiality of the relevant trade
      secrets of the Transferee known to the Transferer for the purpose of the
      execution and performance of this Agreement;
and

            


    

     

    
      	
               
      

            	
              3)

            	
              The
      Transferer shall assist the Transferee to go through the formalities of
      registration for reference as stipulated in Article 1.6
      hereof.

            


    

     

    
      	
              2.2

            	
              Obligations
      of the Transferee

            


    

     

    
      	
               
      

            	
              1)

            	
              The
      Transferee shall pay the transfer price to the Transferer as agreed in
      this Agreement; and

            


    

     

    
      	
               
      

            	
              2)

            	
              The
      Transferee shall be obliged to keep confidentiality of the relevant trade
      secrets of the Transferer known to the Transferee for the purpose of the
      execution and performance of this
Agreement.

            


    

     

    
      	
              3.

            	
              Representations
      and Warranties

            


    

     

    
      	
              3.1

            	
              Representations
      and Warranties of the Transferer on the Proposed Intellectual
      Property

            


    

     

    
      	
               
      

            	
              3.1.1

            	
              The
      Transferer is a company incorporated within Chinese territory under its
      laws, having all certificates, licenses and qualifications for launching
      the business conducted currently by the end of the execution date of this
      Agreement, conducting business and operating within the scope specified by
      its business license.

            


    

     

    
      	
               
      

            	
              3.1.2

            	
              The
      Transferer has the complete and exclusive proprietary right and disposal
      right on the Proposed Intellectual Property owned by the Transferer and
      contained in Attachment 1 hereto by the end of the transfer date; the
      Proposed Intellectual Property is free from such any security interest as
      mortgage, pledge, and lien, without any fact to be disclosed or any
      significant defect in respect of legality by the end of the transfer
      date.

            


    

     

    
      	
               
      

            	
              3.1.3

            	
              For
      the purpose of the execution and performance of this Agreement, the
      Transferer has obtained all and any necessary internal authorization, all
      and any approvals of third parties, and all and any approvals and filings
      from relevant governmental
departments.

            


    

     

    
      	
               
      

            	
              3.1.4

            	
              The
      performance of relevant obligations by the Transferer based on this
      Agreement shall not currently or in the future: (1) be in violation of any
      provisions of the existing laws, regulations, rules and normative
      documents of the People's Republic of China; (2) be in violation of the
      provisions set forth in its Articles of Association; and (3) cause any
      agreement to which the Transferer is a party or by which any property or
      assets of the Transferer is bound being
  violated.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              3.1.5

            	
              This
      Agreement shall be legal and effective, and have the binding force upon
      the Transferer once it is effective, and its obligations shall be
      enforceable on the terms of this
Agreement.

            


    

     

    
      	
               
      

            	
              3.1.6

            	
              The
      Transferer is free from any adverse influence, delay, limitation or
      encumbrance that is causing to or might cause to the performance of
      Transferer’s obligations under this Agreement, or any pending, or
      threatened or probably faced proceedings, claims, lawsuit, arbitration,
      administrative procedures or other legal
  proceedings.

            


    

     

    
      	
               
      

            	
              3.1.7

            	
              All
      records, documentations and materials provided by the Transferer to the
      Transferee under this Agreement are authentic and complete, faithfully
      reflecting the current status of all Proposed Intellectual Property as of
      the transfer date.

            


    

     

    
      	
               
      

            	
              3.1.8

            	
              The
      Proposed Intellectual Property contained in Attachment 1 will not cause
      any liability (including but not limited to contingent liability) that is
      not defined in this Agreement to the
Transferee.

            


    

     

    
      	
               
      

            	
              3.1.9

            	
              As
      of the closing date, the Transferer is free from insolvency or disability
      to pay due liabilities, free from any unimplemented administrative order
      or court order, and the Transferer has not submitted any application for
      liquidation, and has not appointed a custodian for all or partial assets
      of the Transferer.

            


    

     

    
      	
               
      

            	
              3.1.10

            	
              The
      accounting materials and financial information (if any) provided by the
      Transferer to the Transferee are authentic and reliable, without any false
      or misleading representation.

            


    

     

    
      	
               
      

            	
              3.1.11

            	
              The
      Transferer and its senior management have not involved any lawsuit,
      arbitration or any other issues that might cause legal liabilities in
      respect of the Proposed Intellectual
Property.

            


    

     

    
      	
               
      

            	
              3.1.12

            	
              As
      from the transfer date, all Proposed Intellectual Property contained in
      Attachment 1 shall be owned by the Transferee, except those require the
      approval, registration and record for reference by the relevant
      governmental departments as otherwise stipulated by Chinese
      laws.

            


    

     

    
      	
               
      

            	
              3.1.13

            	
              In
      respect of the issues discussed in this Agreement, the Transferer has
      obtained all and any written consent and approval from all and any third
      party, including but not limited to creditors and relevant Chinese
      governmental departments.

            


    

     

    
      	
               
      

            	
              3.1.14

            	
              All
      representations and warranties made by the Transferer herein are
      authentic, complete and accurate.

            


    

     

    
      	
              3.2

            	
              Representations
      and Warranties of the Transferee

            


    

     

    
      	
               
      

            	
              3.2.1

            	
              The
      Transferee is a limited liability company legally incorporated and validly
      existed under Chinese laws.

            


    

     

    
      	
               
      

            	
              3.2.2

            	
              The
      performance of relevant obligations by the Transferee based on this
      Agreement shall not currently or in the future: (1) be in violation of any
      provisions of the existing laws, regulations, rules and normative
      documents of the People's Republic of China; (2) be in violation of the
      provisions set forth in its Articles of Association; and (3) cause any
      agreement to which the Transferee is a party or by which any property or
      assets of the Transferee is bound being
  violated.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              3.2.3

            	
              This
      Agreement shall be legal and effective, and have the binding force upon
      the Transferee once it is effective, and its obligations shall be
      enforceable on the terms of this
Agreement.

            


    

     

    
      	
               
      

            	
              3.2.4

            	
              All
      representations and warranties made by the Transferee herein are
      authentic, complete and accurate.

            


    

     

    
      	
              4.

            	
              Termination,
      Breach Liability and Indemnity

            


    

     

    
      	
              4.1

            	
              Any
      party who violates its obligations under this Agreement (“Breaching Party”), the
      other party (“Non-Breaching Party”)
      may serve a written notice requiring the Breaching Party to correct its
      breach. The Breaching Party shall within 30 days upon the receipt of such
      notice cease its breach, and shall indemnify all losses suffered by the
      Non-Breaching Party therefrom; where the Breaching Party continues to
      violates its obligation after 30 days upon the receipt of such notice, the
      Non-Breaching Party may have the right to terminate this Agreement
      unilaterally, and may concurrently require the Breaching Party to
      indemnify its all losses suffered
therefrom.

            


    

     

    
      	
              4.2

            	
              Any
      tolerance, grace or suspension in exercising any rights stipulated by laws
      or agreed in this Agreement of the Non-Breaching Party to any breach of
      the Breaching Party shall not be deemed as a waiver of Non-Breaching
      Party’s rights.

            


    

     

    
      	
              4.3

            	
              The
      Transferer shall indemnify, contest, and hold the Transferee harmless from
      all and any claim of right, indemnity, liability, expenditure and expense,
      including but not limited to reasonable attorney fees, ought to be assumed
      by the Transferee, its senior employees, managers, directors,
      shareholders, members, representatives, agents and employees, in the
      lawsuits or legal proceedings between the indemnifier and the indemnified,
      or the indemnified and any other third party resulted from any dispute
      over the patent rights and assets under this Agreement or any lawsuits
      lodged by the third party for the same due to the violation of any
      statuary or agreed warranty, representation or other agreement by the
      Transferer.

            


    

     

    
      	
              4.4

            	
              Article
      4 hereof shall survive upon the termination of this
    Agreement.

            


    

     

    
      	
              5.

            	
              Disclaimer

            


    

     

    The
non-performing party shall not assume the breaching liabilities in case that a
party (“Non-Performing
Party”) is unable or partially unable to perform its obligations under
this Agreement due to any force majeure (including earthquake, typhoon, flood,
fire, war and governmental actions).

     

    
      	
              6.

            	
              Amendment
      and Alteration

            


    

     

    Any
amendment to or alteration of this Agreement and its attachments shall not be
effective until agreed by the Parties in written agreement.

     

    
      	
              7.

            	
              Attachment

            


    

     

    The
attachment hereto is an integral formal part of this Agreement, and shall have
the same binding force.

     

    
      	
              8.

            	
              Commencement

            


    

     

    This
Agreement shall be effective as of the execution date.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              9.

            	
              Applicable
      Laws

            


    

     

    The
execution, validity, interpretation, performance and settlement of dispute of
this Agreement shall be governed by the laws of the People’s Republic of
China.

     

    
      	
              10.

            	
              Settlement
      of Dispute

            


    

     

    Any
dispute arising from or in connection with this Agreement shall be settled by
the Parties through friendly consultation. If fails, any party may submit such
dispute to China International Economic and Trade Arbitration Commission for the
settlement in accordance with the effective arbitration rules by then. The
arbitration location is Beijing and the language used in arbitration is Chinese.
The arbitration decision is final, having binding force upon the
Parties.

     

    
      	
              11.

            	
              Severability

            


    

     

    In event
that any clause under this Agreement is declared as invalid or cannot be
compulsorily enforced due to the discrepancy between such clause and relevant
laws, such clause shall be deemed as invalid within the applicable scope of laws
and shall not affect the legal force of other clauses hereof.

     

    
      	
              12.

            	
              Further
      Warranty

            


    

     

    In order
to complete the transfer of the Proposed Intellectual Property agreed in this
Agreement, the Transferer shall take appropriate actions, execute and deliver
instruments and documents, and shall complete any other reasonable and necessary
actions required by the performance of this Agreement.

     

    
      	
              13.

            	
              Notice

            


    

     

    Unless
the addresses below are changed by written notices, the notices under this
Agreement shall be delivered by dedicated person or sent by facsimile or
registered mail to the following addresses or numbers. If notice is sent by
registered mail, the acceptance date on the receipt of registered mail shall be
the delivery date; if notice is delivered or sent by dedicated person or
facsimile, the delivery date shall be the next day after the delivering or
sending; if notice is sent by facsimile, the original notice shall be sent by
registered mail or dedicated person to:

     

    Transferer:
Novel-Tongfang Information Engineering Co., Ltd.

     

    Address:
1st
Floor, Building A, Incubation Center, Shishan Software Scientific and
Technological Park, Nanhai, Foshan

     

    Contact:

     

    Tel:

     

    Fax:

     

    Transferee:
Beijing Super TV Co., Ltd.

     

    Address:
4th
Floor, Building B, Jing-Meng Hi-Tech Mansion, Shangdi East Road, Haidian
District, Beijing

     

    Contact:

     

    Tel:

     

    Fax:

     

    In case
of any change of such information of a party to this Agreement as address,
contact, telephone number, or facsimile number, such party shall, five (5)
working days in advance, inform the other party of such change in
writing.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              14.

            	
              Miscellaneous

            


    

     

    
      	
              14.1

            	
              The
      Parties may execute supplementary agreement in
  writing.

            


    

     

    
      	
              14.2

            	
              This
      Agreement is executed in duplicate, with each of equally binding force,
      and the Parties shall each keep one
original.

            


    

     

    (The
remainder of this page intentionally left blank.)

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (No text
in this page. This page is a signature page for the execution of the
Intellectual Property Transfer Agreement by and between Novel-Tongfang
Information Engineering Co., Ltd. and Beijing Super TV Co., Ltd.)

     

    Transferer:

     

    Novel-Tongfang
Information Engineering Co., Ltd.

    (Seal)

    Authorized
Representative (Signature): /s/ Hua
Guo

     

    Transferee:

     

    Beijing
Super TV Co., Ltd.

    (Seal)

    Authorized
Representative (Signature): /s/ Jianhua
Zhu

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Attachment
1

     

    List
of the Proposed Intellectual Property


     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    	
                                                                            S/N

                                                                          	 
      	
                                                                            Technology

                                                                            Category

                                                                          	 
      	
                                                                            Category

                                                                          	 
      	
                                                                            Application
      No.

                                                                          	 
      	
                                                                            Name

                                                                          	 
      
	
                                                                            1

                                                                          	 
      	 
      	 
      	
                                                                            Invention

                                                                          	 
      	
                                                                            200710175267.4

                                                                          	 
      	
                                                                            Digital
      fingerprint embedding method, digital video distribution system and its
      method

                                                                          	 
      
	
                                                                            2

                                                                          	 
      	
                                                                            Digital
      Watermark

                                                                            Technology

                                                                          	 
      	
                                                                            Invention

                                                                          	 
      	
                                                                            200710175268.9

                                                                          	 
      	
                                                                            Digital
      fingerprint embedding method, digital video distribution system and its
      method

                                                                          	 
      
	
                                                                            3

                                                                          	 
      	 
      	 
      	
                                                                            Invention

                                                                          	 
      	
                                                                            200810083635.7

                                                                          	 
      	
                                                                            A
      dynamic traitor tracing method and system

                                                                          	 
      
	
                                                                            4

                                                                          	 
      	 
      	 
      	
                                                                            Invention

                                                                          	 
      	
                                                                            200810083636.1

                                                                          	 
      	
                                                                            Pirate
      tracing method and system

                                                                          	 
      
	
                                                                            5

                                                                          	 
      	
                                                                             

                                                                            Image
      Tracing

                                                                          	 
      	
                                                                            Invention

                                                                          	 
      	
                                                                            200610165160.7

                                                                          	 
      	
                                                                            Mouse-type
      remote device

                                                                          	 
      
	
                                                                            6

                                                                          	 
      	
                                                                            Technology

                                                                             

                                                                          	 
      	
                                                                            Utility
      Model

                                                                          	 
      	
                                                                            200620167470.8

                                                                          	 
      	
                                                                            Mouse-type
      remote device

                                                                          	 
      


                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        8