Common use of Grant and Scope of License Clause in Contracts

Grant and Scope of License. Section 2.1. Subject to the terms and conditions herein, NetEase, on behalf of itself and other members of the NetEase Group, hereby grants to Youdao and other members of the Youdao Group a worldwide (other than, with respect to any applicable NeatEase Owned Intellectual Property, any jurisdiction in which neither NetEase nor a member of the NetEase Group has registered or otherwisecommon law rights (including through international treaties and conventions) to such Intellectual Property), fully paid-up (except as set forth below in Article 4), non-sublicensable (except as set forth below in Section 2.3), non-transferable (except as set forth below in Section 9.10), limited and non-exclusive license for a royalty as agreed by the Parties solely to use, reproduce, modify, prepare derivative works of, perform, display, or otherwise exploit within the Youdao Field of Use (i) the NetEase Owned Intellectual Property that as of the date of this Agreement is used by any member of the Youdao Group, including without limitation the Intellectual Property set forth on Schedule A (but excluding the NetEase Owned Intellectual Property used exclusively for the businesses related to the JV Entities), and (ii) any Improvements to the foregoing (i) in accordance with Section 5.1 during the Term of this Agreement. Section 2.2. Subject to the terms and conditions herein, Youdao, on behalf of itself and other members of the Youdao Group, hereby grants to NetEase and other members of the NetEase Group a worldwide (other than, with respect to any applicable Youdao Owned Intellectual Property, any jurisdiction in which neither Youdao nor a member of the Youdao Group has registered or otherwise common law rights (including through international treaties and conventions) to such Intellectual Property), fully paid-up (except as set forth below in Article 4), non-sublicensable (except as set forth below in Section 2.3), non-transferable (except as set forth below in Section 9.10), limited and non-exclusive license for a royalty as agreed by the Parties solely to use, reproduce, modify, prepare derivative works of, perform, display, or otherwise exploit within the NetEase Field of Use (i) the Youdao Owned Intellectual Property that as of the date of this Agreement is used by any member of the NetEase Group, including without limitation the Intellectual Property set forth on Schedule B, (ii) the Youdao Owned Intellectual Property that is or will be needed by any member of the NetEase Group for the NetEase Business, and (iii) any Improvements to the foregoing (i) and (ii) in accordance with Section 5.2, in each instance, during the Term of this Agreement. Section 2.3. Each licensed Party hereunder may sublicense the licenses received herein solely (a) to its vendors, consultants, contractors, partners, suppliers, Subsidiaries or VIEs, solely in connection with their services provided to the NetEase Group, on the one hand, or the Youdao Group, on the other hand, as the case may be; and (b) to its distributors and customers, solely in connection with the distribution, licensing, offering and sale of their current and future products related to each of their businesses, as applicable, but not for any independent or unrelated use of any such Person, provided that any grant of sublicenses pursuant to this section by Youdao or any of the other members of the Youdao Group (other than grant of sublicenses by Youdao to its Subsidiaries or VIEs) shall be subject to the prior consent of NetEase. Each licensed Party hereunder shall be liable to the other Party for any breaches of the terms of this Agreement by any of its sublicensees. Any sublicense granted by a licensed Party hereunder shall automatically terminate upon the termination or expiration of this Agreement.

Grant and Scope of License. Section 2.1. Subject to the terms and conditions herein, NetEase, on behalf of itself and other members of the NetEase Group, hereby grants to Youdao and other members of the Youdao Group a worldwide (other than, with respect to any applicable NeatEase Owned Intellectual Property, any jurisdiction in which neither NetEase nor a member of the NetEase Group has registered or otherwisecommon law rights (including through international treaties and conventions) to such Intellectual Property), fully paid-up (except as set forth below in Article 4), non-sublicensable (except as set forth below in Section 2.3), non-transferable (except as set forth below in Section 9.10), limited and non-exclusive license for a royalty as agreed by the Parties solely to use, reproduce, modify, prepare derivative works of, perform, display, or otherwise exploit within the Youdao Field of Use (i) the NetEase Owned Intellectual Property that as of the date of this Agreement is used by any member of the Youdao Group, including without limitation the Intellectual Property set forth on Schedule A (but excluding the NetEase Owned Intellectual Property used exclusively for the businesses related to the JV Entities), and (ii) any Improvements to the foregoing (i) in accordance with Section 5.1 during the Term of this Agreement. Section 2.2. Subject to the terms and conditions herein, Youdao, on behalf of itself and other members of the Youdao Group, hereby grants to NetEase and other members of the NetEase Group a worldwide (other than, with respect to any applicable Youdao Owned Intellectual Property, any jurisdiction in which neither Youdao nor a member of the Youdao Group has registered or otherwise common law rights (including through international treaties and conventions) to such Intellectual Property), fully paid-up (except as set forth below in Article 4), non-sublicensable (except as set forth below in Section 2.3), non-transferable (except as set forth below in Section 9.10), limited and non-exclusive license for a royalty as agreed by the Parties solely to use, reproduce, modify, prepare derivative works of, perform, display, or otherwise exploit within the NetEase Field of Use (i) the Youdao Owned Intellectual Property that as of the date of this Agreement is used by any member of the NetEase Group, including without limitation the Intellectual Property set forth on Schedule B, (ii) the Youdao Owned Intellectual Property that is or will be needed by any member of the NetEase Group for the NetEase Business, and (iii) any Improvements to the foregoing (i) and (ii) in accordance with Section 5.2, in each instance, during the Term of this Agreement. Section 2.3. Each licensed Party hereunder may sublicense the licenses received herein solely (a) to its vendors, consultants, contractors, partners, suppliers, Subsidiaries or VIEs, solely in connection with their services provided to the NetEase Group, on the one hand, or the Youdao Group, on the other hand, as the case may be; and (b) to its distributors and customers, solely in connection with the distribution, licensing, offering and sale of their current and future products related to each of their businesses, as applicable, but not for any independent or unrelated use of any such Person, provided that any grant of sublicenses pursuant to this section by Youdao or any of the other members of the Youdao Group (other than grant of sublicenses by Youdao to its Subsidiaries or VIEs) shall be subject to the prior consent of NetEase. Each licensed Party hereunder shall be liable to the other Party for any breaches of the terms of this Agreement by any of its sublicensees. Any sublicense granted by a licensed Party hereunder shall automatically terminate upon the termination or expiration of this Agreement. Section 2.4. As between the Parties, the NetEase Group retains sole and exclusive ownership of and all right, title and interest in and to the NetEase Owned Intellectual Property, and does not convey any right, license or proprietary interest therein to Youdao Group other than the licenses granted, or as otherwise expressly specified, herein. All right, title and interest in and to the NetEase Owned Intellectual Property not expressly granted herein are hereby reserved exclusively by the NetEase Group. Youdao Group shall reasonably cooperate and provide reasonable assistance as may be necessary to verify the NetEase Group’s ownership rights in accordance with the foregoing. As between the Parties, Youdao retains sole and exclusive ownership of and all right, title and interest in and to the Youdao Owned Intellectual Property, and does not convey any right, license or proprietary interest therein to the NetEase Group other than the licenses granted, or as otherwise expressly specified, herein. All right, title and interest in and to the Youdao Owned Intellectual Property not expressly granted herein are hereby reserved exclusively by Youdao. The NetEase Group shall reasonably cooperate and provide reasonable assistance as may be necessary to verify Youdao’s ownership rights in accordance with the foregoing. Section 2.5. Each Party acknowledges and agrees that, except as set forth in Section 2.6, Article 4 and Article 5 hereof, neither Party has any obligations under this Agreement with respect to delivery, training, registration, maintenance, policing, support, notification of infringements or renewal with respect to any Intellectual Property licensed herein. Section 2.6. As between the Parties, each Party shall have sole and exclusive discretion and control with respect to prosecuting, obtaining, maintaining, enforcing, renewing and protecting Intellectual Property, including any applications and registrations for any Intellectual Property, it owns and shall do so at its own costs and expenses during the Term of this Agreement, except as otherwise provided herein. Each Party shall notify the other Party promptly in writing in the event such Party becomes aware of any third-party infringement or threatened infringement of any Intellectual Property owned by the other Party or such Party’s Subsidiaries or VIEs. Section 2.7. In order to preserve the inherent value of the NetEase Owned Intellectual Property, including, for the avoidance of doubt, “網易” “网易,” “NetEase,” “163” and “ ” (collectively, the “Key NetEase Owned Intellectual Property”), Youdao shall ensure that the nature and quality of any products, activities, applications or services in connection with which any member of the Youdao Group uses the NetEase Owned Intellectual Property shall continue to be at least equal to the nature and quality of the products, activities, applications or services offered in connection with the Online Learning Business immediately prior to the date hereof. Youdao agrees to use the NetEase Owned Intellectual Property only in accordance with such branding and style guidelines as used by the Online Learning Business immediately prior to the date hereof or as otherwise may be reasonably established by NetEase in connection with its own business and communicated in writing to Youdao from time to time or as may otherwise be agreed to by the Parties from time to time. In the event that NetEase reasonably determines that any use by any member of the Youdao Group of the NetEase Owned Intellectual Property is in violation of this Section 2.7, Youdao shall remedy such non-conforming use as soon as reasonably practicable and if, in the reasonable determination of NetEase, the use poses a threat to the validity or enforceability of the NetEase Owned Intellectual Property or harm to the NetEase Business, or its reputation or goodwill, Youdao shall, as soon as reasonably practicable following receipt of notice from NetEase, cease and desist all such non-conforming uses. Section 2.8. All goodwill and improved reputation generated by any member of the Youdao Group’s use of the NetEase Owned Intellectual Property shall inure solely to the benefit of NetEase. Youdao shall not, without NetEase’s prior written consent, (a) use the NetEase Owned Intellectual Property in any manner that tarnishes, degrades, disparages or reflects adversely on NetEase, the NetEase Business or its reputation, or which otherwise ▇▇▇▇▇ the value, reputation, or distinctiveness of the NetEase Owned Intellectual Property or the goodwill therein, (b) in any jurisdiction, file applications to register any Intellectual Property that consist of, in whole or in part, or are confusingly similar to, the NetEase Owned Intellectual Property, including, for the avoidance of doubt, the Key NetEase Owned Intellectual Property, (c) contest, challenge or otherwise make any claim or take any action adverse to NetEase’s ownership of or interest in the NetEase Owned Intellectual Property, (d) register any domain names, trademarks or trade names that consist of, in whole or in part, or are confusingly similar to NetEase Owned Intellectual Property, (e) use, associate or link, in any manner, NetEase Owned Intellectual Property in connection with any illegal materials, pornographic, obscene or sexually explicit materials, materials of a violent nature, or politically sensitive materials (provided that, with respect to user generated content, this requirement will be fulfilled if Youdao uses commercially reasonable efforts to monitor such content and remove or “take down” such content in a manner consistent with past practice), or (f) create or develop any new products or services within the Youdao Field of Use after the date hereof whose name derives from, is confusingly similar to or otherwise would constitute infringement of the NetEase Owned Intellectual Property. Section 2.9. Each Party hereby represents and warrants that it and its Subsidiaries and VIEs have all necessary and lawful rights to grant the licenses and rights granted herein by such Party, including, with respect to NetEase, the license granted in Section 3.1 herein. Section 2.10. The rights granted to each Party in this Article 2 are without prejudice to the non-compete obligations of such Party contained in the Non-Competition Agreement.

Grant and Scope of License. Section 2.1. 2.1 Subject to the terms and conditions herein, NetEaseRelx Inc., on behalf of itself and other members of the NetEase Relx Inc. Group, hereby grants to Youdao RLXT and other members of the Youdao RLXT Group a worldwide (other than, with respect to any applicable NeatEase Relx Inc. Owned Intellectual Property, any jurisdiction in which neither NetEase Relx Inc. nor a member of the NetEase Group has registered or otherwisecommon law rights (including through international treaties and conventions) to such Intellectual Property), fully paid-up (except as set forth below in Article 4), non-sublicensable (except as set forth below in Section 2.3), non-transferable (except as set forth below in Section 9.10), limited and non-exclusive license for a royalty as agreed by the Parties solely to use, reproduce, modify, prepare derivative works of, perform, display, or otherwise exploit within the Youdao Field of Use (i) the NetEase Owned Intellectual Property that as of the date of this Agreement is used by any member of the Youdao Group, including without limitation the Intellectual Property set forth on Schedule A (but excluding the NetEase Owned Intellectual Property used exclusively for the businesses related to the JV Entities), and (ii) any Improvements to the foregoing (i) in accordance with Section 5.1 during the Term of this Agreement. Section 2.2. Subject to the terms and conditions herein, Youdao, on behalf of itself and other members of the Youdao Group, hereby grants to NetEase and other members of the NetEase Group a worldwide (other than, with respect to any applicable Youdao Owned Intellectual Property, any jurisdiction in which neither Youdao nor a member of the Youdao Relx Inc. Group has registered or otherwise common law rights (including through international treaties and conventions) to such Intellectual Property), fully paid-up (except as set forth below in Article 4), non-sublicensable (except as set forth below in Section 2.3), non-transferable (except as set forth below in Section 9.108.10), limited and non-exclusive license for a royalty as agreed by the Parties solely to use, reproduce, modify, prepare derivative works of, perform, display, or otherwise exploit within the NetEase RLXT Field of Use (i) the Youdao Relx Inc. Owned Intellectual Property that as of the date of this Agreement is used by any member of the NetEase RLXT Group, including without limitation the Intellectual Property set forth on Schedule A, and (ii) any Improvements to the foregoing (i) in accordance with Section 4.1 during the Term of this Agreement. Section 2.2 Subject to the terms and conditions herein, RLXT, on behalf of itself and other members of the RLXT Group, hereby grants to Relx Inc. and other members of the Relx Inc. Group a worldwide (other than, with respect to any applicable RLXT Owned Intellectual Property, any jurisdiction in which neither RLXT nor a member of the RLXT Group has registered or otherwise common law rights (including through international treaties and conventions) to such Intellectual Property), fully paid-up (except as set forth below in Article 4), non-sublicensable (except as set forth below in Section 2.3), non-transferable (except as set forth below in Section 8.10), limited and non-exclusive license for a royalty as agreed by the Parties solely to use, reproduce, modify, prepare derivative works of, perform, display, or otherwise exploit within the Relx Inc. Field of Use (i) the RLXT Owned Intellectual Property that as of the date of this Agreement is used by any member of the Relx Inc. Group, including without limitation the Intellectual Property set forth on Schedule B, (ii) the Youdao RLXT Owned Intellectual Property that is or will be needed by any member of the NetEase Relx Inc. Group for the NetEase Relx Inc. Business, and (iii) any Improvements to the foregoing (i) and (ii) in accordance with Section 5.24.2, in each instance, during the Term of this Agreement. Section 2.3. 2.3 Each licensed Party hereunder may sublicense the licenses received herein solely (a) to its vendors, consultants, contractors, partners, suppliers, Subsidiaries or VIEs, solely in connection with their services provided to the NetEase Relx Inc. Group, on the one hand, or the Youdao RLXT Group, on the other hand, as the case may be; and (b) to its distributors and customers, solely in connection with the distribution, licensing, offering and sale of their current and future products related to each of their businesses, as applicable, but not for any independent or unrelated use of any such Person, provided that any grant of sublicenses pursuant to this section by Youdao or any of the other members of the Youdao Group (other than grant of sublicenses by Youdao to its Subsidiaries or VIEs) shall be subject to the prior consent of NetEase. Each licensed Party hereunder shall be liable to the other Party for any breaches of the terms of this Agreement by any of its sublicensees. Any sublicense granted by a licensed Party hereunder shall automatically terminate upon the termination or expiration of this Agreement. Section 2.4 As between the Parties, the Relx Inc. Group retains sole and exclusive ownership of and all right, title and interest in and to the Relx Inc. Owned Intellectual Property, and does not convey any right, license or proprietary interest therein to RLXT Group other than the licenses granted, or as otherwise expressly specified, herein. All right, title and interest in and to the Relx Inc. Owned Intellectual Property not expressly granted herein are hereby reserved exclusively by the Relx Inc. Group. RLXT Group shall reasonably cooperate and provide reasonable assistance as may be necessary to verify the Relx Inc. Group’s ownership rights in accordance with the foregoing. As between the Parties, RLXT retains sole and exclusive ownership of and all right, title and interest in and to the RLXT Owned Intellectual Property, and does not convey any right, license or proprietary interest therein to the Relx Inc. Group other than the licenses granted, or as otherwise expressly specified, herein. All right, title and interest in and to the RLXT Owned Intellectual Property not expressly granted herein are hereby reserved exclusively by RLXT. The Relx Inc. Group shall reasonably cooperate and provide reasonable assistance as may be necessary to verify RLXT’s ownership rights in accordance with the foregoing. Section 2.5 Each Party acknowledges and agrees that, except as set forth in Section 2.6, Article 4 and Article 5 hereof, neither Party has any obligations under this Agreement with respect to delivery, training, registration, maintenance, policing, support, notification of infringements or renewal with respect to any Intellectual Property licensed herein. Section 2.6 As between the Parties, each Party shall have sole and exclusive discretion and control with respect to prosecuting, obtaining, maintaining, enforcing, renewing and protecting Intellectual Property, including any applications and registrations for any Intellectual Property, it owns and shall do so at its own costs and expenses during the Term of this Agreement, except as otherwise provided herein. Each Party shall notify the other Party promptly in writing in the event such Party becomes aware of any third-party infringement or threatened infringement of any Intellectual Property owned by the other Party or such Party’s Subsidiaries or VIEs. Section 2.7 In order to preserve the inherent value of the RLXT Inc. Owned Intellectual Property, including “悦刻”“雾芯” “RELX,” “WUXIN”, and “YUEKE”(collectively, the “Key RLXT Owned Intellectual Property”), Relx Inc. shall ensure that the nature and quality of any products, activities, applications or services in connection with which any member of the Relx Inc. Group uses the RLXT Owned Intellectual Property shall continue to be at least equal to the nature and quality of the products, activities, applications or services offered by Relx Inc. prior to the date hereof. Relx Inc. agrees to use the RLXT Inc. Owned Intellectual Property only in accordance with such branding and style guidelines as used immediately prior to the date hereof or as otherwise may be reasonably established by RLXT in connection with its own business and communicated in writing to Relx Inc. from time to time or as may otherwise be agreed to by the Parties from time to time. In the event that RLXT reasonably determines that any use by any member of the Relx Inc. Group of the RLXT Owned Intellectual Property is in violation of this Section 2.7, Relx Inc. shall remedy such non-conforming use as soon as reasonably practicable and if, in the reasonable determination of RLXT, the use poses a threat to the validity or enforceability of the RLXT Owned Intellectual Property or harm to the RLXT’s business, or its reputation or goodwill, Relx Inc. shall, as soon as reasonably practicable following receipt of notice from RLXT, cease and desist all such non-conforming uses. Section 2.8 All goodwill and improved reputation generated by any member of the Relx Inc. Group’s use of the RLXT Owned Intellectual Property shall inure solely to the benefit of RLXT. Relx Inc. shall not, without RLXT’s prior written consent, (a) use the RLXT Owned Intellectual Property in any manner that tarnishes, degrades, disparages or reflects adversely on RLXT, the RLXT’s business or its reputation, or which otherwise ▇▇▇▇▇ the value, reputation, or distinctiveness of the RLXT Owned Intellectual Property or the goodwill therein, (b) in any jurisdiction, file applications to register any Intellectual Property that consist of, in whole or in part, or are confusingly similar to, the RLXT Owned Intellectual Property, including, for the avoidance of doubt, the Key Relx Inc. Owned Intellectual Property, (c) contest, challenge or otherwise make any claim or take any action adverse to RLXT’s ownership of or interest in the RLXT Owned Intellectual Property, (d) register any domain names, trademarks or trade names that consist of, in whole or in part, or are confusingly similar to RLXT Owned Intellectual Property, (e) use, associate or link, in any manner, RLXT Owned Intellectual Property in connection with any illegal materials, pornographic, obscene or sexually explicit materials, materials of a violent nature, or politically sensitive materials, or (f) create or develop any new products or services within the Relx Inc. Field of Use after the date hereof whose name derives from, is confusingly similar to or otherwise would constitute infringement of the RLXT Owned Intellectual Property. Section 2.9 Each Party hereby represents and warrants that it and its Subsidiaries and VIEs have all necessary and lawful rights to grant the licenses and rights granted herein by such Party. Section 2.10 The rights granted to each Party in this Article 2 are without prejudice to the non-compete obligations of such Party contained in the Non-Competition Agreement.