SELLERS' RETENTION OF CERTAIN RIGHTS. The Seller wishes to secure certain Intellectual Property rights from the Company which the Seller was instrumental in creating, and Purchaser is agreeable to the Company's divestment of such Intellectual Property rights, as follows. The Company hereby agrees to assign, effective as of immediately following the Closing without any further action required on the part of any of Seller, Purchaser or the Company, all its right, title and interest in and to (collectively, the "Divested IP"): (i) the trademark "Convergent Engineering" (the "Name"); (ii) the copyright to the book, "Business Engineering With Object Technology" (the "Book"); and (iii) any royalty or license agreements associated with the Name and/or the Book. Company and Purchaser agree to execute any documents reasonably necessary to vest in the Seller all such right, title and interest in and to the Divested IP. Except for the Divested IP, Seller has no other rights to the Company or its Assets and Properties. The Company shall retain, and, together with Seller, hereby grants to Purchaser, effective as of the Closing, transferable, worldwide, non-exclusive, royalty-free, licenses to make, use and sell the Divested IP in the state Divested IP exists at the Closing, whether or not utilized independently or included in the Purchaser's software products. The license includes all rights necessary to utilize the Company's and the Purchaser's software and create derivative works in and to the Divested IP and to create appropriate documentation, training and marketing materials. The parties hereto agree and acknowledge that the value of the Divested IP is $5,000.00. Except as provided herein, the Seller has no other rights to the Company or its Assets and Properties.
SELLERS' RETENTION OF CERTAIN RIGHTS. Notwithstanding anything to the contrary contained in this Agreement other than the provisions of this Section 2.8, Sellers shall retain rights in and to the Know-how and trade secrets for the following purposes: to utilize the Know-how and trade secrets (a) without restriction outside the Territory and (b) within the Territory (i) to manufacture, distribute, promote, advertise, use, and/or sell products other than the Products, and (ii) to manufacture, distribute, promote, advertise, use and/or sell Products for direct export by Sellers and/or their Affiliates outside of the Territory; provided however, that nothing contained herein shall permit Sellers and/or their Affiliates to promote, advertise or sell in the Territory the Products to retail customers. This Agreement shall not affect the rights of Sellers, and/or their Affiliates, to utilize in countries and territories other than the Territory, Sellers' trademarks, copyrights, trade dress, product shapes, packaging, label, product, and other designs and indicia of Sellers' ownership. Sellers agree not to sell or distribute products (which if sold or distributed within the Territory would infringe Buyers' rights in the Trademarks) to any Person that Sellers and/or their Affiliates know (i) intends to export or sell, directly or indirectly, or (ii) does export or sell, directly or indirectly, such products into the Territory.
SELLERS' RETENTION OF CERTAIN RIGHTS. Notwithstanding anything to the contrary contained in this Agreement, and for purposes of clarity, except as described on Schedule 2.8, Seller shall retain ownership of and all rights in and to (i) the current NDC numbers and product codes it uses for each of the Products (subject to Buyer's right to sell Products under the Supply Agreements using said NDC numbers and product codes), (ii) the real and personal property (including without limitation all equipment) and general manufacturing know-how used by Seller in manufacturing the Products (either before, during or after the term of this Agreement)
