Retained IP. 3.5.1 Holdings shall not challenge, or assist any third party to challenge, the CBI Parties’ exclusive ownership of or right to use the Retained IP, any common law or similar rights in and to the Retained IP, or the validity of any registrations or applications for registration for the Retained IP. As between the Parties, all right, title and interest in and to the Business IP belongs to CBI, and any use Holdings makes of the Business IP will not confer any ownership rights upon Holdings. Any goodwill generated by Holdings’ use of the Business IP shall inure to the sole benefit of CBI. Holdings shall assign, transfer and convey to CBI (or another CBI Party at CBI’s direction) any rights in the Business IP that Holdings may obtain or that may vest in Holdings, and Holdings shall execute any documents reasonably requested by CBI to accomplish, confirm or record such assignment, transfer and conveyance.
Retained IP. Dutch Newco agrees that, as between Dutch Newco and NXP, NXP is the sole and exclusive owner of all right, title and interest in and to the Retained IP, and that under this Agreement, Dutch Newco acquires no right, title or interest in or to any of the foregoing, other than the rights expressly granted hereunder.
Retained IP. On or as soon as reasonably practicable after each occurrence of an Issuance arising from a Pre-QIPO Issuance Event, the Seller shall, and shall cause its Subsidiaries to, convey, assign and transfer, free and clear of any Encumbrances whatsoever, a portion of the Retained IP to be agreed in good faith between the Parties (and with notice thereof provided to the Seller Audit Committee) prior to such assignment and transfer (all such portions of Retained IP in the aggregate from time to time, the “Stage 1 Retained IP”), to Alipay Hong Kong, or to another wholly owned Subsidiary of the Purchaser designated by the Purchaser, and Alipay Hong Kong shall acquire and accept from the Seller and its Subsidiaries the Stage 1 Retained IP, and the Seller, on the one hand, and the Purchaser and such Subsidiary of the Purchaser, on the other hand, shall execute and deliver a cross-license agreement in substantially the form attached as Exhibit A (the “Cross-License Agreement”) on or prior to the first such transfer of any portion of the Stage 1 Retained IP, provided, however, that in the event the transfer by Seller of Stage 1 Retained IP to such other Subsidiary of Purchaser requires the Seller to pay additional Taxes or obtain additional approvals of Governmental Authorities, Purchaser shall pay to Seller a sum equal to the expenses incurred in connection with obtaining such approvals and any additional Taxes incurred by Seller in respect of such transfer, provided, further, however, that any Stage 1 Retained IP domiciled outside the PRC shall be transferred by Seller to a Subsidiary of Purchaser domiciled outside the PRC identified by Purchaser. Conveyance, assignment and transfer of Stage 1 Retained IP that would have the effect of altering any payment amount owed pursuant to the Amended IPLA other than in accordance with the terms of the Amended IPLA shall not occur without the consent of each of Purchaser and Seller (including approval of the Seller Audit Committee).
Retained IP. Section 2.01 of the License Agreement is hereby amended and replaced in its entirety to read as follows:
Retained IP. As between the parties, Textron shall have sole control and discretion over the prosecution and maintenance of any patents and patent applications with respect to the Retained IP, and the costs of such prosecution and maintenance shall be borne by Textron. C&A Products may request in writing that Textron pursue patent protection with respect to specific Retained IP in specified jurisdictions ("C&A Products Requested Jurisdictions"). In the event that Textron declines to prosecute or maintain any such patents in one or more C&A Products Requested Jurisdictions, or fails to provide C&A Products with written notice of its intent to prosecute or maintain such patents within fifteen (15) days of receiving such request, C&A Products may itself elect to prosecute and maintain such patents in any or all such jurisdictions, in Textron's name and at C&A Products' cost, by providing Textron with written notice of such election within thirty (30) days of the date of C&A Products' original request to Textron. Any such election shall not affect Textron's ownership of and rights to Use any Retained IP under this Agreement.
Retained IP. Buyer hereby acknowledges and agrees on behalf of itself, the Vantive Group Entities and its other Affiliates that, following the Closing, (a) Seller or its Subsidiaries shall own all right, title and interest in and to any and all Retained IP, (b) except as expressly provided herein or in the Ancillary Agreements, any and all other rights of the Vantive Group Entities or their Subsidiaries to use or otherwise exploit the Retained IP shall immediately and automatically terminate as of the Closing and revert to Seller or its applicable Subsidiaries, and (c) Buyer and the Vantive Group Entities shall not, and shall cause their respective Affiliates not to, use or otherwise exploit any Retained IP, except as expressly provided herein or in the Ancillary Agreements.
