By PayPal. If PayPal or any PayPal Group member assigns, sells, transfers or grants enforcement rights to any Person (such Person, the “PayPal IP Transferee”) with respect to any Intellectual Property Rights for which PayPal or any PayPal Group member has granted a license or covenant not to ▇▇▇ under this Agreement (an “PayPal IP Transfer”), PayPal covenants that it, or the applicable PayPal Group member, will cause the PayPal IP Transferee to execute a written agreement in which the PayPal IP Transferee agrees that (i) the PayPal IP Transferee will take title or rights to such Intellectual Property Rights subject to this Agreement (and the licenses and covenants not to ▇▇▇ granted by PPI and the PayPal Group members hereunder) and (ii) eBay and the eBay Group members are express third-party beneficiaries of such agreement. Any purported PayPal IP Transfer in violation of this Section 1.3b is null and void. For the avoidance of doubt, the foregoing obligation does not apply with respect to any Intellectual Property Rights that PayPal or any PayPal Group member may acquire after the Effective Time (by way of merger, acquisition, stock purchase, asset purchase or otherwise) other than those Intellectual Property Rights for which PPI expressly grants a covenant not to ▇▇▇ under Section 2.2.
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By PayPal. If PayPal or any PayPal Group member assigns, sells, transfers or grants enforcement rights to any Person (such Person, the “PayPal IP Transferee”) with respect to any Intellectual Property Rights for which PayPal or any PayPal Group member has granted a license or covenant not to ▇▇▇ under this Agreement (an “PayPal IP Transfer”), PayPal covenants that it, or the applicable PayPal Group member, will cause the PayPal IP Transferee to execute a written agreement in which the PayPal IP Transferee agrees that (ia) the PayPal IP Transferee will take title or rights to such Intellectual Property Rights subject to this Agreement (and the licenses and covenants not to ▇▇▇ granted by PPI and the PayPal Group members hereunder) and (iib) eBay and the eBay Group members are express third-party beneficiaries of such agreement. Any purported PayPal IP Transfer in violation of this Section 1.3b is null and void. For the avoidance of doubt, the foregoing obligation does not apply with respect to any Intellectual Property Rights that PayPal or any PayPal Group member may acquire after the Effective Time (by way of merger, acquisition, stock purchase, asset purchase or otherwise) other than those Intellectual Property Rights for which PPI PayPal expressly grants a covenant not to ▇▇▇ under Section 2.2.
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Sources: Intellectual Property Matters Agreement (PayPal Holdings, Inc.)