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Tudou Holdings Ltd – ‘F-1’ on 11/9/10 – EX-10.18

On:  Tuesday, 11/9/10, at 11:07am ET   ·   Accession #:  1193125-10-253543   ·   File #:  333-170485

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/09/10  Tudou Holdings Ltd                F-1                   61:8.6M                                   RR Donnelley/FA

Registration Statement of a Foreign Private Issuer   —   Form F-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-1         Registration Statement of a Foreign Private Issuer  HTML   2.30M 
 2: EX-3.1      Memorandum and Articles of Association of the       HTML    335K 
                          Registrant                                             
 9: EX-4.10     Agreement for the Transfer and Assumption of        HTML    119K 
                          Obligations                                            
 3: EX-4.4      Series D Preferred Shares Purchase Agreement,       HTML    314K 
                          Dated as of March 26, 2008                             
 4: EX-4.5      Series E Preferred Shares Purchase Agreement,       HTML    322K 
                          Dated as of July 16, 2010                              
 5: EX-4.6      Fifth Amended and Restated Shareholders'            HTML    390K 
                          Agreement, Dated as of July 28, 2010                   
 6: EX-4.7      Fourth Amended and Restated Right of First Refusal  HTML    164K 
                          and Co-Sale Agreement                                  
 7: EX-4.8      Fourth Amended and Restated Voting Agreement,       HTML    207K 
                          Dated as of July 28, 2010                              
 8: EX-4.9      Sale and Purchase Agreement, Dated as of September  HTML    237K 
                          21, 2010                                               
10: EX-10.1     2010 Share Incentive Plan                           HTML    121K 
19: EX-10.10    English Translation of Form of Labor Contracts      HTML    120K 
20: EX-10.11    English Translation of Loan Agreement, Dated as of  HTML     40K 
                          May 10, 2006                                           
21: EX-10.12    English Translation of Proxy Agreement, Dated as    HTML     54K 
                          of May 10, 2006                                        
22: EX-10.13    English Translation of Amended Exclusive Call       HTML     85K 
                          Option Agreement                                       
23: EX-10.14    English Translation of Intellectual Property        HTML     40K 
                          Transfer Agreement                                     
24: EX-10.15    English Translation of Equipment Transfer           HTML     43K 
                          Agreement                                              
25: EX-10.16    English Translation of Loan Agreement, Dated as of  HTML     41K 
                          April 30, 2008                                         
26: EX-10.17    English Translation of Loan Agreement, Dated as of  HTML     40K 
                          October 28, 2009                                       
27: EX-10.18    English Translation of Form of Technology           HTML     67K 
                          Development Contract                                   
28: EX-10.19    English Translation of Equity Interest Pledge       HTML     59K 
                          Agreement                                              
11: EX-10.2     Form of Option Exchange Agreements                  HTML     70K 
29: EX-10.20    English Translation of Loan Agreement, Dated as of  HTML     38K 
                          May 28, 2010                                           
30: EX-10.21    English Translation of Exclusive Consultancy and    HTML     70K 
                          Service Agreement                                      
31: EX-10.22    English Translation of Supplemental Contract,       HTML     29K 
                          Dated as of August 31, 2010                            
32: EX-10.23    English Translation of Loan Agreement, Dated as of  HTML     39K 
                          April 20, 2009                                         
33: EX-10.24    English Translation of Proxy Agreement, Dated as    HTML     43K 
                          of May 20, 2009                                        
34: EX-10.25    English Translation of Exclusive Call Option        HTML     82K 
                          Agreement                                              
35: EX-10.26    English Translation of Loan Agreement, Dated as of  HTML     39K 
                          July 25, 2009                                          
36: EX-10.27    English Translation of Equity Interest Pledge       HTML     61K 
                          Agreement                                              
37: EX-10.28    English Translation of Exclusive Consultancy and    HTML     69K 
                          Service Agreement                                      
38: EX-10.29    English Translation of Supplemental Contract,       HTML     27K 
                          Dated as of August 31, 2010                            
12: EX-10.3     Form of Warrant Exchange Agreements, Dated as of    HTML    107K 
                          September 21, 2010                                     
39: EX-10.30    English Translation of Loan Agreement, Dated as of  HTML     39K 
                          February 20, 2009                                      
40: EX-10.31    English Translation of Proxy Agreement, Dated as    HTML     42K 
                          of March 2, 2009                                       
41: EX-10.32    English Translation of Exclusive Call Option        HTML     83K 
                          Agreement                                              
42: EX-10.33    English Translation of Equity Interest Pledge       HTML     54K 
                          Agreement, Dated July 1, 2009                          
43: EX-10.34    English Translation of Equity Interest Pledge       HTML     55K 
                          Agreement                                              
44: EX-10.35    English Translation of Exclusive Consultancy and    HTML     68K 
                          Service Agreement                                      
45: EX-10.36    English Translation of Supplemental Contract,       HTML     27K 
                          Dated as of August 31, 2010                            
46: EX-10.37    English Translation of Lease Agreement, Dated as    HTML     95K 
                          of February 21, 2008                                   
47: EX-10.38    English Translation of Lease Contract, Dated as of  HTML     49K 
                          August 10, 2008                                        
48: EX-10.39    English Translation of House Lease Contract, Dated  HTML    127K 
                          as of March 13, 2009                                   
13: EX-10.4     Warrant Exchange Agreement, Dated as of September   HTML     89K 
                          21, 2010                                               
49: EX-10.40    English Translation of House Lease Contract         HTML    105K 
50: EX-10.41    English Translation of Lease Contract, Dated as of  HTML     91K 
                          March 20, 2009                                         
51: EX-10.42    English Translation of Lease Contract               HTML     99K 
52: EX-10.43    English Translation of Lease Extension Agreement    HTML     48K 
53: EX-10.44    English Translation of Lease Contract               HTML     51K 
14: EX-10.5     Form of Notices of Exercise Issued by Certain       HTML     30K 
                          Warrant Holders of the Registrant                      
15: EX-10.6     Notice of Exercise Jointly Issued by Venrock        HTML     24K 
                          Associates V, L.P.                                     
16: EX-10.7     Form of Indemnification Agreement With the          HTML     69K 
                          Registrant's Directors and Officers                    
17: EX-10.8     Director Agreement, Dated as of October 28, 2010    HTML     41K 
18: EX-10.9     Director Agreement, Dated as of October 28, 2010    HTML     42K 
54: EX-21.1     Subsidiaries of the Registrant                      HTML     25K 
55: EX-23.1     Consent of Independent Registered Public            HTML     20K 
                          Accounting Firm                                        
56: EX-23.5     Consent of Sinomonitor                              HTML     21K 
57: EX-23.6     Consent of Cr-Nielsen Information Technology Co.,   HTML     20K 
                          Ltd.                                                   
58: EX-23.7     Consent of Ted Tak-Tai Lee, An Independent          HTML     21K 
                          Director Appointee                                     
59: EX-23.8     Consent of Chun Liu, An Independent Director        HTML     21K 
                          Appointee                                              
60: EX-99.1     Code of Business Conduct and Ethics                 HTML     79K 
61: EX-99.2     Opinion of Fangda Partners Regarding Certain Prc    HTML     47K 
                          Legal Matters                                          


EX-10.18   —   English Translation of Form of Technology Development Contract


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  English Translation of Form of Technology Development Contract  

 

Exhibit 10.18

English Translation

Contract Registration No.: Column A

Form of Technology Development Contract

(2003 version)

Project Name: Column B

Client (Party A): Quan Toodou Network Science and Technology Co., Ltd.

Developer (Party B): Reshuffle Technology (Shanghai) Co., Ltd.

Place of Signing: Pudong New Area, Shanghai

Date of Signing: Column C

Term of Contract: Column D

Shanghai Science and Technology Commission

Shanghai Administration of Industry and Commerce

 

1


 

In accordance with the Contract Law of the People’s Republic of China, after negotiations, Party A and Party B hereby enter into this Contract with respect to technology development (commissioned/cooperative development) of the Project of Column B (this Project is part of                      Program LOGO ) on the terms and subject to conditions as set forth below:

I. Content, Form and Requirements of Target Technology

                             

II. Targeted Technical Indicators and Parameters

                             

III. LOGO Research & Development Plan

1. Column E: complete system requirement analysis and system architecture design;

2. Column F: complete system detail design and partial encoding;

3. Column G: complete encoding, and unit and integration tests;

4. Column H: software system optimization and improvement, and internal test;

5. Column I: system acceptance test and delivery.

IV. Research Development Fund, Compensation and Term of Payment or Settlement

(I) Research Development Fund means the cost required for completion of the Research Development Work; Compensation means the charge for use of the results of this Development Project and the allowance payable to personnel engaged in this Research Development Work.

The Research Development Fund and Compensation for this Project is (in words): Column J (including     of research fund and 0 of compensation).

(II) Term of payment of Fund and Compensation (the following      method is adopted):

¨On lump-sum basis: Column K;

¨Installments: Column L;

¨     % of profit, payable by:                     ;

¨     % of sales amount, payable by:                     ;

¨Others:

 

2


 

V. Equipment, apparatuses and other materials purchased using part of Research Development Fund shall be owned by:

None

VI. Term, Place and Mode of Performance

The Contract shall be performed at the business address of Party B during the period of Column D.

Mode of Performance of the Contract:

Party A will submit the specification of system design requirement to Party B for program development. After completion of program development, Party B shall deliver to Party A: (1) source code of the system; (2) documents on system design and development; (3) system test reports; (4) user’s manual.

VII. LOGO Confidentiality of Technical Information and Data

Party A and Party B may not disclose to any third party technical and business information concerning this Project during the term of the Contract and within three years after termination of the Contract, and bear any and all consequences arising from unauthorized disclosure.

VIII. Technical Collaboration and Guidance

                            

IX. Assumption of Risk

If partial or total failure of the Research Development Project is attributable to technical difficulties insurmountable under existing technical capabilities and conditions during the performance of the Contract, such risk shall be assumed by _4__. (1. Party A; 2. Party B; 3. Party A and Party B; 4. otherwise agreed by both parties)

It is agreed that     % of the foregoing risk shall be borne by Party A and     % thereof shall be borne by Party B.

X. Attribution and Sharing of Technical Results:

(I) Patent application right:

The right to apply for a patent of the results of the Project shall be shared by Party A and Party B.

(II) Right of use and transfer of technical know-how:

The right of use and transfer of technical know-how achieved in the Project shall be shared by Party A and Party B.

 

3


 

XI. Acceptance Criteria and Method

If technical results achieved in the Research Development reach the technical indicators listed in Article 2 hereof, the Project will be subjected to trial operation in accordance with Party A’s enterprise standard. Party A will issue an acceptance certificate for the Project, provided that it passes the foregoing acceptance.

XII. Calculation of Liquidated Damages or Loss Compensation

Should either party breach the Contract, the defaulting party shall bear the liabilities for breach of the Contract in accordance with relevant provisions of Contract Law of the People’s Republic of China.

(I) If Party      breaches Article      hereof, it shall bear the following liabilities for breach of contract:

(II) If Party      breaches Article      hereof, it shall bear the following liabilities for breach of contract:

(III) Others:

XIII. LOGO Dispute Resolution

Any dispute arising from or in connection with the performance hereof may be settled through conciliation or mediation between both parties. If either party is unwilling to do so or the efforts of conciliation or mediation have failed, both parties agree that such dispute shall be resolved by the means as set forth in Paragraph (I):

(I) by applying to the Shanghai Arbitration Commission for arbitration.

(II) by bringing a lawsuit before the people’s court of competent jurisdiction in the      place:

domicile of the defendant; place of performance of the Contract; ƒ place of signing of the Contract; domicile of the plaintiff; locality of subject matter

XIV. Terms and Definitions

 

 

XV. LOGO Miscellaneous (issues not covered in the foregoing provisions, including but not limited to rights and obligations of intermediary, service fees and terms of payment thereof, down payment, property mortgage, guarantee, etc)

 

 

Any article marked LOGO herein shall be prepared or filled out according to the Filling Instructions attached hereto.

 

4


 

Client

(Party A)

   Name   

Quan Toodou Network Science and

Technology Co., Ltd. (signature/stamp)

  

Special seal for

technology contract

or official seal

 

[seal: Quan Toodou

Network Science

and Technology Co.,

Ltd]

/s/ Xiaoyun Zhang

  
  

Legal

representative

   Xiaoyun Zhang (signature/stamp)      
  

Authorized

agent

  

Liang Zhao (signature/stamp)

 

     
  

Contact

(handling

person)

   Liang Zhao (signature/stamp)      
  

Domicile

(mailing

address)

  

Room 105, Building D, 2500 Longdong Avenue, Zhangjiang Hi-Tech

Park, Shanghai

  Zip code   201203      
   Tel:    Column M          
   Bank of deposit           Column C   
   Account No.             

Developer

(Party B)

   Name   

Reshuffle Technology (Shanghai) Co.,

Ltd. (signature/stamp)

  

Special seal for

technology contract

or official seal

 

[seal: Reshuffle

Technology

(Shanghai) Co.,

Ltd.]

/s/ Wei Wang

  
   Legal representative    Wei Wang (signature/stamp)      
  

Authorized

agent

   Haiguang Chen (signature/stamp)      
  

Contact

(handling

person)

   Haiguang Chen (signature/stamp)      
  

Domicile

(mailing

address)

   Column N   Zip code   200003      
   Tel:    53750261      
   Bank of deposit           Column C   
   Account No.             
Intermediary    Name           Special seal for   
   Legal           technology contract   
   representative           or official seal   
  

Authorized

agent

            
  

Contact

(handling

person)

            
  

Domicile

(mailing

address)

     Zip code      Date:   
   Tel:             
   Bank of deposit             
   Account No.             

 

5


 

Filling Instructions (stamp tax receipt may be affixed)

I. Contract Registration No.”:

The contract registration number shall be filled in by the contract registry.

II. A technology development contract is a contract signed by parties concerned for the research and development of new technologies, products, processes, materials and systems. Technology development contracts fall into commissioned development contracts and cooperative development contracts.

III. Specify if the project is part of a program in the charge of a ministry/commission of the State Council, province, autonomous region, municipality, city with independent planning jurisdiction, prefecture, county-level city/county. If the project is not part of any above program, just tick off with “/”.

IV. Content and form of target technology:

Fill in with the technical and economic indexes set for the development project, development purpose, scope of use and expected benefits, mode and quantity of deliverables.

Development deliverables may be in any of the following forms:

1. Product design, process specification, material formula, and other technical documents like drawings, papers and reports;

2. Disk, magnetic tape, computer software;

3. New species of animal, plant or microorganism;

4. Sample product, machine;

5. Complete set of technological equipment;

V. Research and development plan:

It includes the stages of implementation by parties of the development project, technical issues to be solved at different stages, expected goals and deadlines for completion of goals, etc.

VI. Confidentiality of technical information and data:

It includes the requirements on confidentiality of information and data from parties concerned, term of confidentiality obligation, and the liabilities for unauthorized disclosure of technical secrets.

It may be agreed that the clause of confidentiality shall survive the change, cancellation or termination of the contract.

VII. Resolution of contract dispute:

“Arbitration Law of the People’s Republic of China” stipulates the system of “arbitration or trial”. Once a dispute is referred for arbitration, the parties waive the right to bring a suit; once the dispute is brought to court, the parties waive the right to refer it for arbitration. Therefore, both parties shall agree upon the resolution of contract dispute.

 

6


 

VIII. Miscellaneous:

If the Contract is signed with the help of an intermediary, the intermediary contract shall be deemed as an annex hereto. If both parties agree to down payment, property mortgage or guarantee, the duplicate copy of documentary evidence proving down payment, property mortgage and guarantee shall be deemed as an annex hereto.

IX. If the Contract is signed by an authorized agent of either party, the power of attorney shall be presented.

X. If it is agreed that any provision hereof is unnecessary to fill out, the blank reserved for the provision shall be ticked off with “/”.

XI. The original of the Contract is made in quintuplicate.

 

 

Registration verification by registration authority:

   

                                  Technology contract registry (special seal)

[seal: Technology Market Administration Office of Shanghai]

 

    Handling person:

 

Column O

 

 

7


 

   

Column A

  

Column B

  

Column C

  

Column D

  

Column E

  

Column F

  

Column G

  

Column H

  

Column I

1

  09310016000368   

MPS

multimedia

processing

operation

support

system

  

April 10,

2009

  

April 10,

2009 ~

December 31,

2009

  

April 2009

~ June 2009

  

June 2009 ~

August 2009

  

August

2009 ~

October

2009

  

October 2009

~ November

2009

  

November

2009 ~

December

2009

2

  10310016000088   

Tudou.com’s

COMS

Operation

Management

Support System

  

January 10,

2010

  

January 10, 2010 ~

June 31,

2010

  

January

2010 ~

February

2010

  

February 2010 ~ April

2010

  

April 2010

~ May 2010

  

May 2010 ~

June 2010

  

June 2010 ~

end of June

2010

 

8


 

     Column J    Column K   

Column L

   Column M    Column N   Column O

1

   TWENTY-THREE

MILLION YUAN

ONLY

   SEVEN

MILLION

YUAN, payable

by the end of July

2009

  

EIGHT MILLION YUAN, payable by the end

of October 2009;

SIX MILLION YUAN, payable after

acceptance at the end of December 2009

   63587770    6# Gate, 1305
South Suzhou
Road,
Shanghai
  June, 10, 2009

2

   TWENTY-SIX
MILLION YUAN

ONLY

   EIGHT MILLION

YUAN, payable

by the end of

February 2010

  

NINE MILLION YUAN, payable by the end of

April 2010;

NINE MILLION YUAN, payable after acceptance at the end of June 2010

   51702355    Building 6#,
1238 Xietu
Road,
Shanghai
  February 4,

2010

 

9


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘F-1’ Filing    Date    Other Filings
Filed on:11/9/10F-6
2/4/10
1/10/10
12/31/09
4/10/09
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