Common use of IPO Retained IP Transfer Clause in Contracts

IPO Retained IP Transfer. Notwithstanding any provision in Section 2.2(c)(i) or Section 2.2(c)(iv), if and to the extent required by any relevant stock exchange or Governmental Authority, or for the purpose of obtaining the legal opinion that is required in connection with the submission of a compliant application for an IPO that the Purchaser reasonably expects to be a Purchaser Qualified IPO or an Alipay Qualified IPO that any of the Remaining Retained IP must be transferred to the Purchaser or its Subsidiaries prior to the termination of the Amended IPLA, the Seller shall, and shall cause its Subsidiaries to, convey, assign and transfer, free and clear of any Encumbrances other than Permitted Encumbrances, such Remaining Retained IP, to the Purchaser or to a wholly owned Subsidiary of the Purchaser designated by the Purchaser, and such entity shall acquire and accept from the Seller and its Subsidiaries the Remaining Retained IP, upon an IPO Kick-Off with respect to such IPO or any other time agreed by the Seller and the Purchaser (the “IPO Retained IP Transfer”) in consideration of the payment by the applicable Remaining Retained IP Transferee(s) to the Seller, subject to this Section 2.2(c)(iii), of an amount (if any) equal to the IP Costs with respect to such Remaining Retained IP for the period from the Issuance Closing Date until the date of the IPO Retained IP Transfer not previously reimbursed or paid to the Seller or its Subsidiaries by the Purchaser or its Subsidiaries. Notwithstanding the foregoing, if the Purchaser has incurred or accrued any obligation to fund any Funded Amounts prior to the IPO Retained IP Transfer pursuant to Section 2.6(b) (even if not required to be paid until after the time of the IPO Retained IP Transfer), including any Funded Amount Shortfall, the applicable transferee(s) shall pay to the Seller, in consideration of the transfer of all or a portion of the Remaining Retained IP, to the extent agreed by the Purchaser and the Alibaba Independent Committee pursuant to Section 2.6(b)(i), an amount equal to the Remaining Retained IP Value with respect to such Remaining Retained IP as necessary to fulfill any such Funded Amounts or Funded Amounts Shortfall that remain outstanding and unpaid following the IPO Retained IP Transfer (for the avoidance of doubt, only to the extent of such outstanding and unpaid Funded Amounts or Funded Amounts Shortfall, without duplication) (such payment, the “Remaining Retained IP IPO Funding”). Upon the closing of the Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, the Amended IPLA (including the payment of the Alipay Royalty and the New FIG Royalty, subject to Section 2.6) shall be terminated automatically without further action by the parties thereto. If the Purchaser Qualified IPO or Alipay Qualified IPO has not closed within two (2) years after the date of the related IPO Kick-Off in the case of an A-Share IPO or within fifteen (15) months after the date of the related IPO Kick-Off in the case of an Other IPO, the Purchaser shall, or shall cause its applicable Subsidiaries to, convey, assign and transfer to the Seller or to a wholly owned Subsidiary of the Seller designated by the Seller the Remaining Retained IP transferred to the Purchaser and/or its Subsidiaries in the IPO Retained IP Transfer in consideration for the Seller’s payment in cash to the Purchaser or such Purchaser Subsidiaries of an amount equivalent to any amounts actually paid by the Purchaser or the relevant Purchaser Subsidiaries to the Seller or any of its Subsidiaries in connection with the IPO Retained IP Transfer.

IPO Retained IP Transfer. Notwithstanding any provision in Section 2.2(c)(i2.2(b)(i) or Section 2.2(c)(iv2.2(b)(ii), if and to the extent required by any relevant stock exchange or Governmental Authoritysecurities regulatory authority requires, or in order to obtain approval for the purpose of obtaining the legal opinion that is required in connection with the submission of a compliant application for an IPO that the Purchaser reasonably expects to be a Purchaser Qualified IPO or an Alipay Qualified IPO IPO, that any of the Stage 1 Retained IP or Remaining Retained IP IP, as applicable, must be transferred to the Purchaser or its Subsidiaries prior to the termination of the Amended IPLA, the Seller shall, and shall cause its Subsidiaries to, convey, assign and transfer, free and clear of any Encumbrances other than Permitted Encumbrances, such Stage 1 Retained IP or Remaining Retained IP, as applicable, will be transferred to the Purchaser or (subject to a wholly owned Subsidiary the execution and delivery of the Cross-License Agreement, if the Cross-License Agreement has not previously been executed and delivered pursuant to Section 2.2(b)(i)), within the time such transfer is required by such Governmental Authority to be completed in order to approve such Purchaser designated by the Purchaser, and such entity shall acquire and accept from the Seller and its Subsidiaries the Remaining Retained IP, upon an IPO Kick-Off with respect to such Qualified IPO or any other time agreed by the Seller and the Purchaser Alipay Qualified IPO (the “IPO Retained IP Transfer”) ), in consideration which case, however, the Alipay Royalty, the Software Technology Services Fee, and the New FIG Royalty shall continue to be paid by Purchaser or Alipay, as applicable, to the Seller and/or Alibaba China Co (A50), until the closing of the payment Purchaser Qualified IPO or Alipay Qualified IPO, as applicable; provided, that if Purchaser or Alipay, as applicable, would not be permitted by applicable Laws to continue paying the applicable Remaining Alipay Royalty, the New FIG Royalty or the Software Technology Services Fee following the IPO Retained IP Transferee(s) to Transfer, then it shall be a condition of the Purchaser’s and the Seller, subject ’s obligations to this Section 2.2(c)(iii), of an amount (if any) equal to the IP Costs with respect to such Remaining Retained IP for the period from the Issuance Closing Date until the date of effect the IPO Retained IP Transfer not previously reimbursed or paid to that the Purchaser and the Seller or its Subsidiaries shall have negotiated a mutually agreeable suspension of the Amended IPLA and prepayment by the Purchaser or its Subsidiaries. Notwithstanding of the foregoingestimated Alipay Royalty, if the Purchaser has incurred or accrued any obligation to fund any Funded Amounts prior to estimated New FIG Royalty and the estimated Software Technology Services Fee for the fifteen (15)-month period following the IPO Retained IP Transfer pursuant and, if the Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, closed prior to Section 2.6(bthe end of such fifteen (15)-month period, the recipients of such prepayment shall refund a portion of such amount proportional to the percentage of such fifteen (15)-month period remaining; provided, however, that if the Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, does not close within fifteen (15) (even if not required to be paid until after the time months of the IPO Retained IP Transfer), including any Funded Amount ShortfallPurchaser and Alipay shall, at the applicable transferee(s) shall pay Seller’s request, transfer the Stage 1 Retained IP or Remaining Retained IP, as applicable, back to the Seller and/or the Seller, in consideration of ’s Subsidiaries designated by the transfer Seller as the recipients of all or a portion of such transfer and the Amended IPLA shall automatically resume in effect. For the avoidance of doubt, Purchaser and Alipay shall have no obligation to transfer the Stage 1 Retained IP or Remaining Retained IP, as applicable, back to the extent agreed by Seller and/or the Purchaser and Seller’s Subsidiaries if the Alibaba Independent Committee pursuant to Section 2.6(b)(i), an amount equal to Amended IPLA has terminated within the Remaining Retained IP Value with respect to such Remaining Retained IP as necessary to fulfill any such Funded Amounts or Funded Amounts Shortfall that remain outstanding and unpaid fifteen (15)-month period following the IPO Retained IP Transfer (for the avoidance of doubt, only to the extent of such outstanding and unpaid Funded Amounts or Funded Amounts Shortfall, without duplication) (such payment, the “Remaining Retained IP IPO Funding”)Transfer. Upon the closing of the Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, the Amended IPLA (including the payment of the Alipay Royalty, the New FIG Royalty and the New FIG RoyaltySoftware Technology Services Fee thereunder, subject to Section 2.6) shall be terminated automatically without further action by the parties thereto. If ; provided, that upon such closing, the Seller, on the one hand, and the Purchaser Qualified IPO or Alipay Qualified IPO has not closed within two (2) years after the date of the related IPO Kick-Off in the case of an A-Share IPO or within fifteen (15) months after the date of the related IPO Kick-Off in the case of an Other IPO, the Purchaser shall, or shall cause its applicable Subsidiaries to, convey, assign and transfer to the Seller or to a wholly owned such Subsidiary of the Seller designated by Purchaser, on the Seller other hand, shall execute and deliver the Cross-License Agreement on or prior to such transfer of the Stage 1 Retained IP or Remaining Retained IP transferred IP, as applicable, if the Cross-License Agreement has not previously been executed and delivered pursuant to the Purchaser and/or its Subsidiaries in the IPO Retained IP Transfer in consideration for the Seller’s payment in cash to the Purchaser or such Purchaser Subsidiaries of an amount equivalent to any amounts actually paid by the Purchaser or the relevant Purchaser Subsidiaries to the Seller or any of its Subsidiaries in connection with the IPO Retained IP TransferSection 2.2(b)(i).

IPO Retained IP Transfer. Notwithstanding any provision in Section 2.2(c)(i) or Section 2.2(c)(iv), if and to the extent required by any relevant stock exchange or Governmental Authority, or for the purpose of obtaining the legal opinion that is required in connection with the submission of a compliant application for an IPO that the Purchaser reasonably expects to be a Purchaser Qualified IPO or an Alipay Qualified IPO that any of the Remaining Retained IP must be transferred to the Purchaser or its Subsidiaries prior to the termination of the Amended IPLA, the Seller shall, and shall cause its Subsidiaries to, convey, assign and transfer, free and clear of any Encumbrances other than Permitted Encumbrances, such Remaining Retained IP, to the Purchaser or to a wholly owned Subsidiary of the Purchaser designated by the Purchaser, and such entity shall acquire and accept from the Seller and its Subsidiaries the Remaining Retained IP, upon an IPO Kick-Off with respect to such IPO or any other time agreed by the Seller and the Purchaser (the “IPO Retained IP Transfer”) in consideration of the payment by the applicable Remaining Retained IP Transferee(s) to the Seller, subject to this Section 2.2(c)(iii), of an amount (if any) equal to the IP Costs with respect to such Remaining Retained IP for the period from the Issuance Closing Date until the date of the IPO Retained IP Transfer not previously reimbursed or paid to the Seller or its Subsidiaries by the Purchaser or its Subsidiaries. Notwithstanding the foregoing, if the ​ ​ ​ Purchaser has incurred or accrued any obligation to fund any Funded Amounts prior to the IPO Retained IP Transfer pursuant to Section 2.6(b) (even if not required to be paid until after the time of the IPO Retained IP Transfer), including any Funded Amount Shortfall, the applicable transferee(s) shall pay to the Seller, in consideration of the transfer of all or a portion of the Remaining Retained IP, to the extent agreed by the Purchaser and the Seller (with consent from the Alibaba Independent Committee Committee) pursuant to Section 2.6(b)(i), an amount equal to the Remaining Retained IP Value with respect to such Remaining Retained IP as necessary to fulfill any such Funded Amounts or Funded Amounts Shortfall that remain outstanding and unpaid following the IPO Retained IP Transfer (for the avoidance of doubt, only to the extent of such outstanding and unpaid Funded Amounts or Funded Amounts Shortfall, without duplication) (such payment, the “Remaining Retained IP IPO Funding”). Upon the closing of the Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, the Amended IPLA (including the payment of the Alipay Royalty and the New FIG Royalty, subject to Section 2.6) shall be terminated automatically without further action by the parties thereto. If the Purchaser Qualified IPO or Alipay Qualified IPO has not closed within two (2) years after the date of the related IPO Kick-Off in the case of an A-Share IPO or within fifteen (15) months after the date of the related IPO Kick-Off in the case of an Other IPO, the Purchaser shall, or shall cause its applicable Subsidiaries to, convey, assign and transfer to the Seller or to a wholly owned Subsidiary of the Seller designated by the Seller the Remaining Retained IP transferred to the Purchaser and/or its Subsidiaries in the IPO Retained IP Transfer in consideration for the Seller’s payment in cash to the Purchaser or such Purchaser Subsidiaries of an amount equivalent to any amounts actually paid by the Purchaser or the relevant Purchaser Subsidiaries to the Seller or any of its Subsidiaries in connection with the IPO Retained IP Transfer.