Licensed Underlying Patents Clause Samples

Licensed Underlying Patents. (i) The Transferors agree to and procure other relevant parties to license to the Transferee, and the Transferee agrees to accept, the Licensed Underlying Patents in Part II of Appendix IV (the “Licensed Underlying Patents”) in accordance with the terms and conditions of this Agreement and enter into the patent license agreement as shown in Part III of Appendix XII and the patent application and technology license agreement as shown in Part IV of Appendix XII prior to the closing; (ii) Prior to the Closing Date, the Transferors shall provide the Transferee with a copy of all source code, source program, CDs, underlying technical data, technical abstracts, specifications and other necessary materials in connection with the Licensed Underlying Patents; (iii) The Transferors shall submit the relevant application to the SIPO and provide the Transferee with materials to evidence that the relevant completion is completed before the closing, complete the relevant procedures and execute the relevant documents, and complete the filing and license involved in such licensed Underlying Patents before the payment of the Second Installment of the Transfer Consideration; (iv) Any expenses arising from the licensing of the Licensed Underlying Patent in accordance with the above mechanism shall be borne by the Transferors; (v) The Transferors hereby acknowledge and undertake that the license arrangement with respect to the Licensed Underlying Patents shall be permanent and free of charge, and the Transferee shall have the right to carry out internal sublicense and sublicense arrangements within the Transferee and its Affiliates and shall have the right to conduct reasonable sublicense and sublicense arrangements with third parties with respect to such Licensed Underlying Patents for the purpose reasonably necessary for the conduct of the Underlying Business. The Transferors further covenant that, with respect to the Licensed Underlying Patents, it shall continuously ensure the stable and good existence of such Licensed Underlying Patents, pay corresponding fees (including, without limitation, patent registration fee, patent renewal fee and agency fee) in a timely manner, and promptly and deal with relevant issues involved in such Licensed Underlying Patents on its own. If any Transferors transfer, license, dispose of or encumber the Licensed Underlying Patent, prior written consent of the Transferee shall be obtained. The Transferors and the relevant Uxin Group Company sha...