Common use of New Patents, Trademarks and Domain Names Clause in Contracts

New Patents, Trademarks and Domain Names. (a) Any new Patents applied for or issued during the Term based on any invention made solely by employees or contractors of Alipay or Purchaser and/or employees or contractors of an Alipay Subsidiary or Purchaser Subsidiary during the Term (“New Alipay Patents”) will be applied for in the name of and owned by Alibaba and for the purposes of this Amended IPLA will be deemed Alipay-Exclusive Patents (if pertaining to the Alipay Business) or New FIG Business-Exclusive Patents (if pertaining to the New FIG Business). (b) Except as expressly authorized in the Trademark Agreement with respect to Licensed Trademarks and Domain Names, Component Trademarks and Component Domain Names (as the preceding terms are defined in the Trademark Agreement), each of Alipay and Purchaser shall not, and shall cause all its Subsidiaries not to, adopt, use or conduct any business using (except for any use of the Alipay-Exclusive Trademarks, New FIG Business-Exclusive Trademarks, the Alipay-Exclusive Domain Names and the New FIG Business-Exclusive Domain Names as expressly authorized by Section 2.1 and for any use of New Alipay Trademark/Domain Names as provided by Section 4.4(c) below), create, file, register, seek to register, or cause to be registered (other than any Trademark or Domain Name required by applicable Law to be held or registered in the name of Alipay or Purchaser or a Subsidiary of Alipay or Purchaser), any Trademarks or Domain Names that are derivative of or confusingly similar to any Trademarks (including the Alipay-Exclusive Trademarks and New FIG Business-Exclusive Trademarks) or Domain Names (including the Alipay-Exclusive Domain Names and New FIG Business-Exclusive Domain Names) owned, held, or licensed by Alibaba or any Alibaba Subsidiary, or otherwise used in connection with any conduct of any business by Alibaba or any Subsidiary of Alibaba, both prior to and after the Effective Date (the “Alibaba Marks”). Notwithstanding the foregoing, if any Alibaba Xxxx, Alipay-Exclusive Trademark, New FIG Business-Exclusive Trademark, Alipay-Exclusive Domain Name, New FIG Business-Exclusive Domain Name or any Trademark or Domain Name that is derivative of or confusingly similar to any Alibaba Xxxx, Alipay-Exclusive Trademark, New FIG Business-Exclusive Trademark, Alipay-Exclusive Domain Name or New FIG Business-Exclusive Domain Name (each, a “Similar Xxxx/Domain Name”), other than any Trademark or Domain Name required by applicable Law to be held or registered in the name of Purchaser or a Purchaser Subsidiary, or any application therefor, is filed or registered by Alipay or Purchaser or any Alipay Subsidiary or Purchaser Subsidiary during the Term then, except as may be expressly permitted in the Trademark Agreement, such Similar Xxxx/Domain Name shall be assigned by Alipay or Purchaser or the applicable Alipay Subsidiary or Purchaser Subsidiary to Alibaba pursuant to this Section 4.4 and shall be exclusively owned by Alibaba. To the extent required in the preceding sentence, each of Alipay and Purchaser hereby assigns, and shall cause each of its Subsidiaries to assign, to Alibaba, all of Alipay’s or Purchaser’s and such Alipay Subsidiary’s or Purchaser Subsidiary’s, as applicable, rights, title and interest in and to any and all Similar Marks/Domain Names, whether now existing or in the future created. For clarity, following the Amendment Date, nothing in this Section 4.4(b) shall limit Alipay’s, Purchaser’s or any Alipay Subsidiary’s or Purchaser Subsidiary’s rights to file, register, seek to register, or cause to be registered any Trademarks or Domain Names that are derivative of, confusingly similar to or associated with any Trademarks (including the Alipay-Exclusive Trademarks and New FIG Business-Exclusive Trademarks) or Domain Names (including the Alipay-Exclusive Domain Names and New FIG Business-Exclusive Domain Names) constituting Stage 1 Retained IP and assigned or transferred by or on behalf of Alibaba to Purchaser or a Purchaser Subsidiary pursuant to Section 2.2 of the Transaction Agreement, in each case to the extent such Trademarks or Domain Names are required by applicable Law to be held or registered in the name of Alipay, Purchaser or a Subsidiary of Alipay or Purchaser. (c) If during the Term (i) Alipay or an Alipay Subsidiary desires to have filed or registered any new Trademark or Domain Name that includes the word “ALIPAY” or is derivative of any other Alipay-Exclusive Trademark set forth in Exhibit D (in the case of a new Trademark) or Alipay-Exclusive Domain Name set forth in Exhibit B (in the case of a new Domain Name) or (ii) Purchaser or a Purchaser Subsidiary desires to have filed or registered any new Trademark or Domain Name that is derivative of any New FIG Business-Exclusive Trademark set forth in Exhibit K (in the case of a new Trademark) or New FIG Business-Exclusive Domain Name set forth in Exhibit I (in the case of a new Domain Name) (each such Trademark or Domain Name within the scope of clause (i) or (ii), a “New Alipay Trademark/Domain Name”), in each case to the extent any such Trademark or Domain Name is not required by applicable Law to be held or registered in the name of Alipay or Purchaser or an Alipay Subsidiary or Purchaser Subsidiary, then, subject to Alibaba’s agreement, each such New Alipay Trademark/Domain Name will be filed and registered in the name of (at Alipay’s or Purchaser’s expense, as applicable) and solely owned by Alibaba following the Amendment Date during the Term, and for the purposes of this Amended IPLA will, in the case of clause (i), be deemed to be an Alipay-Exclusive Trademark or Alipay-Exclusive Domain Name, as applicable, or, in the case of clause (ii), be deemed to be a New FIG Business-Exclusive Trademark or New FIG Business-Exclusive Domain Name, in each case upon being added to the applicable Exhibit hereto. For purposes of the foregoing, Alibaba’s agreement shall not be unreasonably withheld or delayed to the extent such desired New Alipay Trademark/Domain Name is not inconsistent with the provisions of the Trademark Agreement and does not contain any component (other than the word “ALIPAY” or product marks included in the Alipay-Exclusive Trademarks set forth in Exhibit D or New FIG Business-Exclusive Trademarks set forth in Exhibit K that are not confusingly similar to or derivative of other Trademarks owned, held or licensed by Alibaba or any Alibaba Subsidiary) that is derivative of or confusingly similar to any Trademarks or Domain Names owned, held, or licensed by Alibaba or any Alibaba Subsidiary (including any Trademarks or Domain Names commencing with the letters “ALI”, other than as used in “ALIPAY,” or with the letters “TAO”), or otherwise used in connection with any conduct of any business by Alibaba or an Alibaba Subsidiary, prior to and after the Effective Date. For clarity, following the Amendment Date, (x) no Trademarks or Domain Names that are (1) derivative of, confusingly similar to or associated with any Trademarks (including the Alipay-Exclusive Trademarks and New FIG Business-Exclusive Trademarks) or Domain Names (including the Alipay-Exclusive Domain Names and New FIG Business-Exclusive Domain Names) constituting Stage 1 Retained IP and assigned or transferred by or on behalf of Alibaba to Purchaser or a Purchaser Subsidiary pursuant to Section 2.2 of the Transaction Agreement and (2) required by applicable Law to be held or registered in the name of Alipay or Purchaser or a Subsidiary of Alipay or Purchaser, shall constitute a “New Alipay Trademark/Domain Name” and (y) nothing in this Section 4.4(c) shall require Alipay, Purchaser or any Alipay Subsidiary or Purchaser Subsidiary to have any Trademark or Domain Name meeting the requirements of the foregoing subsection (x) to be filed and registered in the name of and solely owned by Alibaba during the Term. (d) Alipay and Purchaser and each Alipay Subsidiary and Purchaser Subsidiary shall assist Alibaba in every reasonable way, at Alipay’s or Purchaser’s or Alipay’s Subsidiary’s or Purchaser’s Subsidiary’s expense (except with respect to maintaining Similar Xxxx/Domain Names), to obtain, secure, perfect, maintain, defend and enforce all Intellectual Property Rights with respect to the Similar Xxxx/Domain Names. The prosecution of and registration for any New Alipay Patent or New Alipay Trademark/Domain Name owned by Alipay or Purchaser or a designated Alipay Subsidiary or Purchaser Subsidiary will be executed pursuant to Section 6.1. The enforcement of any New Alipay Patent will be executed pursuant to Section 6.2. Every twelve (12) months during the Term, or upon either Party’s reasonable request, the Parties shall amend this Amended IPLA by updating Exhibits B, C , D, I, J, or K as applicable, to add such newly issued, filed or registered New Alipay Patents and New Alipay Trademark/Domain Names. (e) Except as expressly authorized in the Trademark Agreement or except to the extent Alibaba is acting at the request of Alipay or an Alipay Subsidiary in filing, registering, seeking to register, or causing to be registered a Trademark or Domain Name, Alibaba shall not, and shall cause all its Subsidiaries not to, file, register, seek to register, or cause to be registered, or conduct any business using any Trademarks or Domain Names that contain the word “ALIPAY.” (f) Notwithstanding anything to the contrary in this Section 4.4, following the Amendment Date, any Patents based on new inventions relating to payment technologies solely developed by Purchaser or any of its Subsidiaries and pertaining to the Alipay Business or New FIG Business, as applicable, that are mutually agreed (acting reasonably) by Purchaser and Alibaba shall be applied for in the name of and owned by Purchaser or a Purchaser Subsidiary. To the extent required by the preceding sentence, Alibaba or its applicable Subsidiaries hereby assigns and agrees to assign to Purchaser or a Purchaser Subsidiary designated by the Purchaser all of its or their respective rights, title and interest in and to any such Patents, including without limitation all rights to causes of action and remedies relating thereto, including the right to xxx for past, present or future infringement. For clarity, all Patents applied for and owned by Purchaser or a Purchaser Subsidiary pursuant to this Section 4.4(f) shall constitute (i) Alipay-Retained IP for purposes of this Amended IPLA, and be subject to the licenses, immunities and other rights granted by Purchaser and its Subsidiaries pursuant to Section 2.7(a) of this Amended IPLA and (ii) Purchaser Licensed Patents (as defined in the Cross-License Agreement) for purposes of the Cross-License Agreement, and be subject to the licenses and other rights granted by Purchaser and its Subsidiaries thereunder. (g) Notwithstanding anything to the contrary in this Section 4.4 but without limiting Section 4.4(f), following the Amendment Date, any new registrable Intellectual Property Rights in inventions or other Technology (x) solely developed by employees or contractors of a Person acquired from a third Person by the Purchaser or any of its Subsidiaries (an “Acquired Purchaser Subsidiary”) and (y) pertaining to the Alipay Business, New FIG Business or business of such Acquired Purchaser Subsidiary at the time of such acquisition, as applicable, will be applied for in the name of and owned by the Acquired Purchaser Subsidiary if and to the extent: (i) Purchaser reasonably determines that the Acquired Purchaser Subsidiary’s applying for and owning such Intellectual Property Rights is required by applicable Law and provides advanced written notice thereof to Alibaba together with reasonable details regarding such determination; (ii) Purchaser reasonably determines that the Acquired Purchaser Subsidiary’s applying for and owning such Intellectual Property Rights is required pursuant to an order by or agreements with any court or any Governmental Authority and provides advanced written notice thereof to Alibaba together with reasonable details regarding such determination; or (iii) Purchaser and Alibaba agree (acting reasonably), that the Acquired Purchaser Subsidiary’s applying for and owning such Intellectual Property Rights would be necessary or appropriate to avoid involving Alibaba in any regulatory investigation, examination or other procedures undertaken by any Governmental Authority in connection with the acquisition of such Acquired Purchaser Subsidiary that would increase Alibaba’s legal risks or exposures, or otherwise adversely impacting the interests of Alibaba. For clarity, all Patents applied for and owned by an Acquired Purchaser Subsidiary pursuant to this Section 4.4(g) shall constitute (i) Alipay-Retained IP for purposes of this Amended IPLA, and be subject to the licenses, immunities and other rights granted by Purchaser and its Subsidiaries pursuant to Section 2.7(a) of this Amended IPLA and (ii) Purchaser Licensed Patents (as defined in the Cross-License Agreement) for purposes of the Cross-License Agreement, and be subject to the licenses and other rights granted by Purchaser and its Subsidiaries thereunder.

New Patents, Trademarks and Domain Names. (a) Any new Patents applied for or issued during the Term based on any invention made solely by employees or contractors of Alipay or Purchaser Opco and/or employees or contractors of an Alipay Subsidiary or Purchaser Opco Subsidiary during the Term (“New Alipay Opco Patents”) will be applied for in the name of and owned by Alibaba and for the purposes of this Amended IPLA Agreement will be deemed AlipayOpco-Exclusive Patents (if pertaining to the Alipay Business) or New FIG Business-Exclusive Patents (if pertaining to the New FIG Business)Patents. (b) Except as expressly authorized in the Trademark Agreement with respect to Licensed Trademarks and Domain Names, Component Trademarks and Component Domain Names (as the preceding terms are defined in the Trademark Agreement), each of Alipay and Purchaser Opco shall not, and shall cause all its Subsidiaries of Opco not to, adopt, use or conduct any business using (except for any use of the AlipayOpco-Exclusive Trademarks, New FIG Business-Exclusive Trademarks, the Alipay-Exclusive Domain Names and the New FIG Business-Exclusive Domain Names as Trademarks expressly authorized by Section 2.1 and for any use of New Alipay Trademark/Domain Names as provided by Section 4.4(c) below2.1), create, file, register, seek to register, or cause to be registered (other than registered, or conduct any Trademark or Domain Name required by applicable Law to be held or registered in the name of Alipay or Purchaser or a Subsidiary of Alipay or Purchaser), business using any Trademarks or Domain Names that are derivative of or confusingly similar to any Trademarks (including the Alipay-Exclusive Trademarks and New FIG BusinessOpco-Exclusive Trademarks) or Domain Names (including the Alipay-Exclusive Domain Names and New FIG Business-Exclusive Domain Names) owned, held, or licensed by Alibaba or any Alibaba Subsidiary, or otherwise used in connection with any conduct of any business by Alibaba or any Subsidiary of Alibaba, both prior to and after the Effective Date Time (the “Alibaba Marks”). Notwithstanding the foregoing, if any Alibaba Xxxx, AlipayOpco-Exclusive Trademark, New FIG Business-Exclusive Trademark, Alipay-Exclusive Domain Name, New FIG Business-Exclusive Domain Name or any Trademark or Domain Name that is derivative of or confusingly similar to any Alibaba Xxxx, AlipayOpco-Exclusive Trademark, New FIG Business-Exclusive Trademark, Alipay-Exclusive Domain Name Trademark or New FIG BusinessOpco-Exclusive Domain Name (each, a “Similar Xxxx/Domain Name”), other than any Trademark or Domain Name required by applicable Law to be held or registered in the name of Purchaser Opco or a Purchaser an Opco Subsidiary, or any application therefor, is filed or registered by Alipay or Purchaser Opco or any Alipay Subsidiary or Purchaser Opco Subsidiary during the Term thenTerm, except as may be expressly permitted in the Trademark Agreement, then such Similar Xxxx/Domain Name shall be assigned by Alipay or Purchaser Opco or the applicable Alipay Subsidiary or Purchaser Opco Subsidiary to Alibaba pursuant to this Section 4.4 and shall be exclusively owned by Alibaba. To the extent required in the preceding sentence, each of Alipay and Purchaser Opco hereby assigns, and shall cause causes each of its Subsidiaries Opco Subsidiary to assign, to Alibaba, all of Alipay’s or PurchaserOpco’s and such Alipay Opco Subsidiary’s or Purchaser Subsidiary’s, as applicable, rights, title and interest in and to any and all Similar Marks/Domain Names, whether now existing or in the future created. For clarity, following the Amendment Date, nothing in The provisions of this Section 4.4(b) apply during the Term and, after the Term, shall limit Alipay’ssurvive but only with respect to the creation, Purchaser’s or any Alipay Subsidiary’s or Purchaser Subsidiary’s rights to filefiling, registerregistration, seek seeking to register, or cause causing to be registered any registered, use and assignment of Trademarks or Domain Names that (1) commence with the letters “ALI” (other than Trademarks and Domain Names that contain the word “ALIPAY” and make no other use of the letters “ALI”) or (2) contain the word “TAOBAO,” or (3) contain the word “KOUBEI,” or (4) are derivative of, of or confusingly similar to or associated with any Trademarks (including the Alipay-Exclusive Trademarks and New FIG Business-Exclusive Trademarks) or Domain Names (including the Alipay-Exclusive Domain Names and New FIG Business-Exclusive Domain Names) constituting Stage 1 Retained IP and assigned or transferred by or on behalf of Alibaba to Purchaser or a Purchaser Subsidiary pursuant to Section 2.2 of the Transaction Agreement, in each case to the extent such Trademarks or Domain Names are required by applicable Law to be held or registered in the name of Alipay, Purchaser or a Subsidiary of Alipay or Purchaserforegoing. (c) If during the Term (i) Alipay Opco or an Alipay Opco Subsidiary desires to have filed or registered any new Trademark or Domain Name that (i) includes the word “ALIPAY” or (ii) is derivative of any other AlipayOpco-Exclusive Trademark set forth in Exhibit D (in the case of a new Trademark) or Alipay-Exclusive Domain Name set forth in Exhibit B (in the case of a new Domain Name) or (ii) Purchaser or a Purchaser Subsidiary desires to have filed or registered any new Trademark or Domain Name that is derivative of any New FIG Business-Exclusive Trademark set forth in Exhibit K (in the case of a new Trademark) or New FIG Business-Exclusive Domain Name set forth in Exhibit I (in the case of a new Domain Name) (each such Trademark or Domain Name within the scope of clause (i) or (ii), a “New Alipay TrademarkOpco Trademarks/Domain Name”), in each case to the extent any such Trademark or Domain Name is not required by applicable Law to be held or registered in the name of Alipay or Purchaser Opco or an Alipay Subsidiary or Purchaser Opco Subsidiary, then, subject to Alibaba’s agreement, each such New Alipay Opco Trademark/Domain Name will be filed and filed, registered in the name of (at Alipay’s or PurchaserOpco’s expense, as applicable) and solely owned by Alibaba following the Amendment Date during the TermTerm of this Agreement, and for the purposes of this Amended IPLA will, in the case of clause (i), Agreement will be deemed to be an AlipayOpco-Exclusive Trademark or AlipayOpco-Exclusive Domain Name, as applicable, or, in the case of clause (ii), be deemed to be a New FIG Business-Exclusive Trademark or New FIG Business-Exclusive Domain Name, in each case upon being added to the applicable Exhibit hereto. For purposes of the foregoing, Alibaba’s agreement shall not be unreasonably withheld or delayed to the extent such desired New Alipay Opco Trademark/Domain Name is not inconsistent with the provisions of the Trademark Agreement and does not contain any component (other than the word “ALIPAY” or product marks included in the AlipayOpco-Exclusive Trademarks set forth in Exhibit D or New FIG Business-Exclusive Trademarks set forth in Exhibit K that are not confusingly similar to or derivative of other Trademarks owned, held or licensed by Alibaba or any Alibaba Subsidiary) that is derivative of or confusingly similar to any Trademarks or Domain Names owned, held, or licensed by Alibaba or any Alibaba Subsidiary (including any Trademarks or Domain Names commencing with the letters “ALI”, other than as used in “ALIPAY,” or with the letters “TAO”), or otherwise used in connection with any conduct of any business by Alibaba or an Alibaba Subsidiary, prior to and after the Effective Date. For clarity, following the Amendment Date, (x) no Trademarks or Domain Names that are (1) derivative of, confusingly similar to or associated with any Trademarks (including the Alipay-Exclusive Trademarks and New FIG Business-Exclusive Trademarks) or Domain Names (including the Alipay-Exclusive Domain Names and New FIG Business-Exclusive Domain Names) constituting Stage 1 Retained IP and assigned or transferred by or on behalf of Alibaba to Purchaser or a Purchaser Subsidiary pursuant to Section 2.2 of the Transaction Agreement and (2) required by applicable Law to be held or registered in the name of Alipay or Purchaser or a Subsidiary of Alipay or Purchaser, shall constitute a “New Alipay Trademark/Domain Name” and (y) nothing in this Section 4.4(c) shall require Alipay, Purchaser or any Alipay Subsidiary or Purchaser Subsidiary to have any Trademark or Domain Name meeting the requirements of the foregoing subsection (x) to be filed and registered in the name of and solely owned by Alibaba during the TermTime. (d) Alipay and Purchaser Opco and each Alipay Subsidiary and Purchaser Opco Subsidiary shall assist Alibaba in every reasonable way, at Alipay’s or Purchaser’s or Alipay’s Subsidiary’s or Purchaser’s SubsidiaryOpco’s expense (except with respect to maintaining Similar Xxxx/Domain Names), to obtain, secure, perfect, maintain, defend and enforce all Intellectual Property Rights with respect to the New Opco Patents, Similar Xxxx/Domain Name and New Opco Trademark/Domain Names. The prosecution of and registration for any New Alipay Opco Patent or New Alipay Opco Trademark/Domain Name owned by Alipay or Purchaser or a designated Alipay Subsidiary or Purchaser Subsidiary will be executed pursuant to Section 6.1. The enforcement of any New Alipay Opco Patent will be executed pursuant to Section 6.2. Every twelve (12) months during the Term, or upon either Partyparty’s reasonable request, the Parties parties shall amend this Amended IPLA Agreement by updating Exhibits BXxxxxxxx X, C X-0, X-0, X-0 or D, I, J, or K as applicable, to add such newly issued, filed or registered New Alipay Opco Patents and New Alipay Opco Trademark/Domain NamesName. (e) Except as expressly authorized in the Trademark Agreement or except to the extent Alibaba is acting at the request of Alipay Opco or an Alipay Opco Subsidiary in filing, registering, seeking to register, or causing to be registered a Trademark or Domain Name, Alibaba shall not, and shall cause all its Subsidiaries not to, file, register, seek to register, or cause to be registered, or conduct any business using any Trademarks or Domain Names that contain the word “ALIPAY.” (f) Notwithstanding anything to the contrary in this Section 4.4, following the Amendment Date, any Patents based on new inventions relating to payment technologies solely developed by Purchaser or any of its Subsidiaries and pertaining to the Alipay Business or New FIG Business, as applicable, that are mutually agreed (acting reasonably) by Purchaser and Alibaba shall be applied for in the name of and owned by Purchaser or a Purchaser Subsidiary. To the extent required by the preceding sentence, Alibaba or its applicable Subsidiaries hereby assigns and agrees to assign to Purchaser or a Purchaser Subsidiary designated by the Purchaser all of its or their respective rights, title and interest in and to any such Patents, including without limitation all rights to causes of action and remedies relating thereto, including the right to xxx for past, present or future infringement. For clarity, all Patents applied for and owned by Purchaser or a Purchaser Subsidiary pursuant to this Section 4.4(f) shall constitute (i) Alipay-Retained IP for purposes of this Amended IPLA, and be subject to the licenses, immunities and other rights granted by Purchaser and its Subsidiaries pursuant to Section 2.7(a) of this Amended IPLA and (ii) Purchaser Licensed Patents (as defined in the Cross-License Agreement) for purposes of the Cross-License Agreement, and be subject to the licenses and other rights granted by Purchaser and its Subsidiaries thereunder. (g) Notwithstanding anything to the contrary in this Section 4.4 but without limiting Section 4.4(f), following the Amendment Date, any new registrable Intellectual Property Rights in inventions or other Technology (x) solely developed by employees or contractors of a Person acquired from a third Person by the Purchaser or any of its Subsidiaries (an “Acquired Purchaser Subsidiary”) and (y) pertaining to the Alipay Business, New FIG Business or business of such Acquired Purchaser Subsidiary at the time of such acquisition, as applicable, will be applied for in the name of and owned by the Acquired Purchaser Subsidiary if and to the extent: (i) Purchaser reasonably determines that the Acquired Purchaser Subsidiary’s applying for and owning such Intellectual Property Rights is required by applicable Law and provides advanced written notice thereof to Alibaba together with reasonable details regarding such determination; (ii) Purchaser reasonably determines that the Acquired Purchaser Subsidiary’s applying for and owning such Intellectual Property Rights is required pursuant to an order by or agreements with any court or any Governmental Authority and provides advanced written notice thereof to Alibaba together with reasonable details regarding such determination; or (iii) Purchaser and Alibaba agree (acting reasonably), that the Acquired Purchaser Subsidiary’s applying for and owning such Intellectual Property Rights would be necessary or appropriate to avoid involving Alibaba in any regulatory investigation, examination or other procedures undertaken by any Governmental Authority in connection with the acquisition of such Acquired Purchaser Subsidiary that would increase Alibaba’s legal risks or exposures, or otherwise adversely impacting the interests of Alibaba. For clarity, all Patents applied for and owned by an Acquired Purchaser Subsidiary pursuant to this Section 4.4(g) shall constitute (i) Alipay-Retained IP for purposes of this Amended IPLA, and be subject to the licenses, immunities and other rights granted by Purchaser and its Subsidiaries pursuant to Section 2.7(a) of this Amended IPLA and (ii) Purchaser Licensed Patents (as defined in the Cross-License Agreement) for purposes of the Cross-License Agreement, and be subject to the licenses and other rights granted by Purchaser and its Subsidiaries thereunder.

New Patents, Trademarks and Domain Names. (a) Any new Patents applied for or issued during the Term based on any invention made solely by employees or contractors of Alipay or Purchaser and/or employees or contractors of an Alipay Subsidiary or Purchaser Subsidiary during the Term (“New Alipay Patents”) will be applied for in the name of and owned by Alibaba and for the purposes of this Amended IPLA will be deemed Alipay-Exclusive Patents (if pertaining to the Alipay Business) or New FIG BusinessHoldco-Exclusive Patents (if pertaining to the New FIG Business). (b) Except as expressly authorized in the Trademark Agreement with respect to Licensed Trademarks and Domain Names, Component Trademarks and Component Domain Names (as the preceding terms are defined in the Trademark Agreement), each of Alipay and Purchaser shall not, and shall cause all its Subsidiaries not to, adopt, use or conduct any business using (except for any use of the Alipay-Exclusive Trademarks, New FIG Business-Exclusive Trademarks, the Alipay-Exclusive Domain Names and the New FIG Business-Exclusive Domain Names as expressly authorized by Section 2.1 and for any use of New Alipay Trademark/Domain Names as provided by Section 4.4(c) below), create, file, register, seek to register, or cause to be registered (other than any Trademark or Domain Name required by applicable Law to be held or registered in the name of Alipay or Purchaser or a Subsidiary of Alipay or Purchaser), any Trademarks or Domain Names that are derivative of or confusingly similar to any Trademarks (including the Alipay-Exclusive Trademarks and New FIG Business-Exclusive Trademarks) or Domain Names (including the Alipay-Exclusive Domain Names and New FIG Business-Exclusive Domain Names) owned, held, or licensed by Alibaba or any Alibaba Subsidiary, or otherwise used in connection with any conduct of any business by Alibaba or any Subsidiary of Alibaba, both prior to and after the Effective Date (the “Alibaba Marks”). Notwithstanding the foregoing, if any Alibaba Xxxx, Alipay-Exclusive Trademark, New FIG Business-Exclusive Trademark, Alipay-Exclusive Domain Name, New FIG Business-Exclusive Domain Name or any Trademark or Domain Name that is derivative of or confusingly similar to any Alibaba Xxxx, Alipay-Exclusive Trademark, New FIG Business-Exclusive Trademark, Alipay-Exclusive Domain Name or New FIG Business-Exclusive Domain Name (each, a “Similar Xxxx/Domain Name”), other than any Trademark or Domain Name required by applicable Law to be held or registered in the name of Purchaser or a Purchaser Subsidiary, or any application therefor, is filed or registered by Alipay or Purchaser or any Alipay Subsidiary or Purchaser Subsidiary during the Term then, except as may be expressly permitted in the Trademark Agreement, such Similar Xxxx/Domain Name shall be assigned by Alipay or Purchaser or the applicable Alipay Subsidiary or Purchaser Subsidiary to Alibaba pursuant to this Section 4.4 and shall be exclusively owned by Alibaba. To the extent required in the preceding sentence, each of Alipay and Purchaser hereby assigns, and shall cause each of its Subsidiaries to assign, to Alibaba, all of Alipay’s or Purchaser’s and such Alipay Subsidiary’s or Purchaser Subsidiary’s, as applicable, rights, title and interest in and to any and all Similar Marks/Domain Names, whether now existing or in the future created. For clarity, following the Amendment Date, nothing in this Section 4.4(b) shall limit Alipay’s, Purchaser’s or any Alipay Subsidiary’s or Purchaser Subsidiary’s rights to file, register, seek to register, or cause to be registered any Trademarks or Domain Names that are derivative of, confusingly similar to or associated with any Trademarks (including the Alipay-Exclusive Trademarks and New FIG Business-Exclusive Trademarks) or Domain Names (including the Alipay-Exclusive Domain Names and New FIG Business-Exclusive Domain Names) constituting Stage 1 Retained IP and assigned or transferred by or on behalf of Alibaba to Purchaser or a Purchaser Subsidiary pursuant to Section 2.2 of the Transaction Agreement, in each case to the extent such Trademarks or Domain Names are required by applicable Law to be held or registered in the name of Alipay, Purchaser or a Subsidiary of Alipay or Purchaser. (c) If during the Term (i) Alipay or an Alipay Subsidiary desires to have filed or registered any new Trademark or Domain Name that includes the word “ALIPAY” or is derivative of any other Alipay-Exclusive Trademark set forth in Exhibit D (in the case of a new Trademark) or Alipay-Exclusive Domain Name set forth in Exhibit B (in the case of a new Domain Name) or (ii) Purchaser or a Purchaser Subsidiary desires to have filed or registered any new Trademark or Domain Name that is derivative of any New FIG Business-Exclusive Trademark set forth in Exhibit K (in the case of a new Trademark) or New FIG Business-Exclusive Domain Name set forth in Exhibit I (in the case of a new Domain Name) (each such Trademark or Domain Name within the scope of clause (i) or (ii), a “New Alipay Trademark/Domain Name”), in each case to the extent any such Trademark or Domain Name is not required by applicable Law to be held or registered in the name of Alipay or Purchaser or an Alipay Subsidiary or Purchaser Subsidiary, then, subject to Alibaba’s agreementagreement , each such New Alipay Trademark/Domain Name will be filed and registered in the name of (at Alipay’s or Purchaser’s expense, as applicable) and solely owned by Alibaba following the Amendment Date during the TermTerm of this Amended IPLA, and for the purposes of this Amended IPLA will, in the case of clause (i), be deemed to be an Alipay-Exclusive Trademark or Alipay-Exclusive Domain Name, as applicable, or, in the case of clause (ii), be deemed to be a New FIG Business-Exclusive Trademark or New FIG Business-Exclusive Domain Name, in each case upon being added to the applicable Exhibit hereto. For purposes of the foregoing, Alibaba’s agreement shall not be unreasonably withheld or delayed to the extent such desired New Alipay Trademark/Domain Name is not inconsistent with the provisions of the Trademark Agreement and does not contain any component (other than the word “ALIPAY” or product marks included in the Alipay-Exclusive Trademarks set forth in Exhibit D or New FIG Business-Exclusive Trademarks set forth in Exhibit K that are not confusingly similar to or derivative of other Trademarks owned, held or licensed by Alibaba or any Alibaba Subsidiary) that is derivative of or confusingly similar to any Trademarks or Domain Names owned, held, or licensed by Alibaba or any Alibaba Subsidiary (including any Trademarks or Domain Names commencing with the letters “ALI”, other than as used in “ALIPAY,” or with the letters “TAO”), or otherwise used in connection with any conduct of any business by Alibaba or an Alibaba Subsidiary, prior to and after the Effective Date. For clarity, following the Amendment Date, (x) no Trademarks or Domain Names that are (1) derivative of, confusingly similar to or associated with any Trademarks (including the Alipay-Exclusive Trademarks and New FIG Business-Exclusive Trademarks) or Domain Names (including the Alipay-Exclusive Domain Names and New FIG Business-Exclusive Domain Names) constituting Stage 1 Retained IP and assigned or transferred by or on behalf of Alibaba to Purchaser or a Purchaser Subsidiary pursuant to Section 2.2 of the Transaction Agreement and (2) required by applicable Law to be held or registered in the name of Alipay or Purchaser or a Subsidiary of Alipay or Purchaser, shall constitute a “New Alipay Trademark/Domain Name” and (y) nothing in this Section 4.4(c) shall require Alipay, Purchaser or any Alipay Subsidiary or Purchaser Subsidiary to have any Trademark or Domain Name meeting the requirements of the foregoing subsection (x) to be filed and registered in the name of and solely owned by Alibaba during the Term. (d) Alipay and Purchaser and each Alipay Subsidiary and Purchaser Subsidiary shall assist Alibaba in every reasonable way, at Alipay’s or Purchaser’s or Alipay’s Subsidiary’s or Purchaser’s Subsidiary’s expense (except with respect to maintaining Similar Xxxx/Domain Names), to obtain, secure, perfect, maintain, defend and enforce all Intellectual Property Rights with respect to the Similar Xxxx/Domain Names. The prosecution of and registration for any New Alipay Patent or New Alipay Trademark/Domain Name owned by Alipay or Purchaser or a designated Alipay Subsidiary or Purchaser Subsidiary will be executed pursuant to Section 6.1. The enforcement of any New Alipay Patent will be executed pursuant to Section 6.2. Every twelve (12) months during the Term, or upon either Party’s reasonable request, the Parties shall amend this Amended IPLA by updating Exhibits B, C , D, I, J, or K as applicable, to add such newly issued, filed or registered New Alipay Patents and New Alipay Trademark/Domain Names. (e) Except as expressly authorized in the Trademark Agreement or except to the extent Alibaba is acting at the request of Alipay or an Alipay Subsidiary in filing, registering, seeking to register, or causing to be registered a Trademark or Domain Name, Alibaba shall not, and shall cause all its Subsidiaries not to, file, register, seek to register, or cause to be registered, or conduct any business using any Trademarks or Domain Names that contain the word “ALIPAY.” (f) Notwithstanding anything to the contrary in this Section 4.4, following the Amendment Date, any Patents based on new inventions relating to payment technologies solely developed by Purchaser or any of its Subsidiaries and pertaining to the Alipay Business or New FIG Business, as applicable, that are mutually agreed (acting reasonably) by Purchaser and Alibaba shall be applied for in the name of and owned by Purchaser or a Purchaser Subsidiary. To the extent required by the preceding sentence, Alibaba or its applicable Subsidiaries hereby assigns and agrees to assign to Purchaser or a Purchaser Subsidiary designated by the Purchaser all of its or their respective rights, title and interest in and to any such Patents, including without limitation all rights to causes of action and remedies relating thereto, including the right to xxx for past, present or future infringement. For clarity, all Patents applied for and owned by Purchaser or a Purchaser Subsidiary pursuant to this Section 4.4(f) shall constitute (i) Alipay-Retained IP for purposes of this Amended IPLA, and be subject to the licenses, immunities and other rights granted by Purchaser and its Subsidiaries pursuant to Section 2.7(a) of this Amended IPLA and (ii) Purchaser Licensed Patents (as defined in the Cross-License Agreement) for purposes of the Cross-License Agreement, and be subject to the licenses and other rights granted by Purchaser and its Subsidiaries thereunder. (g) Notwithstanding anything to the contrary in this Section 4.4 but without limiting Section 4.4(f), following the Amendment Date, any new registrable Intellectual Property Rights in inventions or other Technology (x) solely developed by employees or contractors of a Person acquired from a third Person by the Purchaser or any of its Subsidiaries (an “Acquired Purchaser Subsidiary”) and (y) pertaining to the Alipay Business, New FIG Business or business of such Acquired Purchaser Subsidiary at the time of such acquisition, as applicable, will be applied for in the name of and owned by the Acquired Purchaser Subsidiary if and to the extent: (i) Purchaser reasonably determines that the Acquired Purchaser Subsidiary’s applying for and owning such Intellectual Property Rights is required by applicable Law and provides advanced written notice thereof to Alibaba together with reasonable details regarding such determination; (ii) Purchaser reasonably determines that the Acquired Purchaser Subsidiary’s applying for and owning such Intellectual Property Rights is required pursuant to an order by or agreements with any court or any Governmental Authority and provides advanced written notice thereof to Alibaba together with reasonable details regarding such determination; or (iii) Purchaser and Alibaba agree (acting reasonably), that the Acquired Purchaser Subsidiary’s applying for and owning such Intellectual Property Rights would be necessary or appropriate to avoid involving Alibaba in any regulatory investigation, examination or other procedures undertaken by any Governmental Authority in connection with the acquisition of such Acquired Purchaser Subsidiary that would increase Alibaba’s legal risks or exposures, or otherwise adversely impacting the interests of Alibaba. For clarity, all Patents applied for and owned by an Acquired Purchaser Subsidiary pursuant to this Section 4.4(g) shall constitute (i) Alipay-Retained IP for purposes of this Amended IPLA, and be subject to the licenses, immunities and other rights granted by Purchaser and its Subsidiaries pursuant to Section 2.7(a) of this Amended IPLA and (ii) Purchaser Licensed Patents (as defined in the Cross-License Agreement) for purposes of the Cross-License Agreement, and be subject to the licenses and other rights granted by Purchaser and its Subsidiaries thereunder.