TITLE; INTELLECTUAL PROPERTY a) 3SBio represents and warrants that no Person (other than Selecta or its Affiliates) shall, by reason of 3SBio’s acts or omissions, have any security interest or lien on any Drug Substance or Drug Product.
TITLE; INTELLECTUAL PROPERTY. 6.1 HSNS may copy the Products and Documentation only in Object Code and only as required to perform its duties hereunder. HSNS agrees to include all copyright, trademark and other proprietary notices and legends of LTD on each copy of any Product or Documentation as they appear in the versions provided by LTD to HSNS and HSNS further agrees not to remove, destroy or otherwise alter any such notices or legends on any copy of any Product or Documentation provided to HSNS. All copies of the Products and Documentation provided to or made by or for HSNS shall be accounted for upon LTD's request.
TITLE; INTELLECTUAL PROPERTY. Except for the rights expressly granted in this Agreement: (a) this Agreement does not transfer from PAYCARGO to You any right, title or interest in or to any intellectual property owned by PAYCARGO or any Third Party, and all right, title and interest in such intellectual property will remain solely with PAYCARGO or such third parties, as applicable; and (b) no license, right or interest in any PAYCARGO trademark, copyright, trade name or service xxxx is granted herein. Further, You agree that you will not, directly or indirectly copy, modify, translate, transmit, distribute, adapt, reproduce, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the Sites.
TITLE; INTELLECTUAL PROPERTY. 4.1. The following terms shall have the indicated meanings when used in this Attachment:
TITLE; INTELLECTUAL PROPERTY. Title to and ownership of the Software shall remain with TIBCO and its licensors. All product identification, copyright notices or other proprietary notices incorporated in or affixed to the Software shall be duplicated by Non-Profit Institution on all copies of the Software, and shall not be altered, removed or obliterated. Except for the limited licenses granted in Sections 2 and 9, Non-Profit Institution does not acquire any intellectual property rights under this Agreement.
TITLE; INTELLECTUAL PROPERTY. 6.1 HSNS may copy the Products and Documentation only in Object Code and only as required to perform its duties hereunder. HSNS agrees to include all copyright, trademark and other proprietary notices and legends of LTD on each copy of any Product or Documentation as they appear in the versions provided by LTD to HSNS and HSNS further agrees not to remove, destroy or otherwise alter any such notices or legends on any copy of any Product or Documentation provided to HSNS. All copies of the Products and Documentation provided to or made by or for HSNS shall be accounted for upon LTD's request. 6.2 LTD retains all right, title, and interest in and to the Products, Documentation, any changes or modifications thereto and all intellectual property rights throughout the world contained therein. To the extent that any changes or modifications to the Products or Documentation, including all associated intellectual property rights, are not owned in their entirety by LTD immediately upon their creation, HSNS agrees to assign (and hereby automatically assigns) and shall cause all other persons and entities who create or contribute to any changes or modifications to assign, all right, title and interest therein to LTD, to be effective immediately without the necessity of consideration or further documentation; provided, however, that this assignment provision shall not apply to any changes, modifications or other work performed by LTD on behalf of HSNS for which there is a written agreement executed by LTD which provides that the ownership of such changes, modifications or other work shall be owned by a party other than LTD. HSNS agrees to take such further action and execute such further documentation as LTD may reasonably request to give effect to this Section 6.2. 6.3 HSNS may not distribute, sell, sublease, sublicense, assign, give, pledge or transfer in any way any copies of the Products or Documentation except as provided in this Agreement. HSNS may not, and shall not authorize any other party to, modify, reverse engineer, decompile, or translate the Products or Documentation without the prior written consent of LTD. 6.4 HSNS is authorized to identify HSNS as an independent business which has been authorized by LTD to market the Products to End Users and Authorized Sublicensees, and to use and display LTD's trade names, trademarks, service marks and logos for purposes of promoting, advertising and marketing the 5 <PAGE> 6 Products to prospective End Users and Aut...
TITLE; INTELLECTUAL PROPERTY. 4.1 The Licensed Products are protected by U.S., Australian, and other international copyright laws, treaties and conventions, the Licensed Products are copyrighted works under U.S. and foreign laws, and the Licensed Products are protected as trade secrets and Confidential Information of Phoenix. Phoenix retains all right, title, and interest in and to the Licensed Products, and all intellectual property rights contained therein, subject only to the limited license granted to SNI in this Agreement and any other written agreement between Phoenix an SNI. SNI shall assist Phoenix, at Phoenix's request, in perfecting and maintaining Phoenix's rights under copyright law in each country in the Territory by advising Phoenix of any special registration, recording or notice requirements.
TITLE; INTELLECTUAL PROPERTY. Cellegy acknowledges and agrees that before the date of the Agreement Sellers have made, and between the date of this Agreement and Closing Date Sellers may make, several oral and written disclosures to Cellegy regarding the patent and patent application included in the Product and related intellectual property matters concerning the Product and such patent and patent applications. All of the representations and warranties in this Section are qualified in their entirety by such disclosures, the content of which Cellegy acknowledges having received. To the Knowledge of the Warrantors, (A) the Asset Sellers collectively hold good and merchantable title to all Acquired Assets, free and clear of any Encumbrances; (B) prior to the transfer of the Product to Newco Richcone held good and merchantable title to the Product free and clear of any Encumbrances; and (C) the Asset Sellers have not transferred, encumbered or created any third party interests in their respective titles to the Acquired Assets except for transfer of the Acquired Assets to Newco as contemplated by this Agreement. To the Knowledge of the Warrantors, the Sellers collectively own all intellectual property rights to each item included in the Product and the Acquired Assets without infringement of any third party intellectual property interest, and no other party has any right or interest whatsoever in any of the Product and the Acquired Assets, including without limitation any license, option, right of first refusal or right to acquire, or development, manufacture, marketing or distribution rights, relating to the Product or any of the Acquired Assets. To the Knowledge of the Warrantors, as of the Closing Date, no other person or entity other than Newco has any right or interest whatsoever in the Product, including without limitation any license, option, right of first refusal or right to acquire, or development, manufacture, marketing or distribution rights relating to the Product. To the Knowledge of Warrantors, neither the Product nor any item included in the Acquired Assets infringes upon or violates any patent, copyright, trademark, trade secret or other intellectual property rights of any other person or entity. To the Knowledge of Warrantors, each of the patents included in the Product is valid and enforceable and will be valid and enforceable by Newco after the Closing Date. There are no other assets of any Seller that relate to the Product other than such as are included in the Acquired...
TITLE; INTELLECTUAL PROPERTY. (a) Xxxx retains all right, title, and interest in and to the Call Center Technology, and all software and documentation embodying such technology including any Enhancements, and all intellectual property rights contained therein, subject only to the limited license granted to CellStar in Section 2(a) herein.
TITLE; INTELLECTUAL PROPERTY. DBR owns outright and has good, valid and absolute legal, equitable and marketable title to all of the DBR Assets, free and clear of any Encumbrances, and at Closing, Buyer will have good, valid and absolute legal, equitable and marketable title to all of DBR Assets, free and clear of any and all Encumbrances. The DBR Assets do not infringe or conflict with the rights of any other Person. There is neither pending, nor to the Knowledge of Xxx or DBR, threatened, any Legal Proceeding against Xxx, BMI, DBR or any Subsidiary contesting the validity or right of any of them to use any of the DBR Assets, and none of Xxx, BMI, DBR or any Subsidiary has received any notice of infringement upon or conflict with any asserted right of others with respect to any of the DBR Assets nor, to the Knowledge of Xxx and DBR, is there a basis for such a notice. To Deb's and DBR's Knowledge, no Person is infringing DBR's rights to the DBR Assets. DBR does not have any obligation to compensate others for the use of any of the DBR Assets. In addition, DBR has not granted any license or other right to use, in any manner, any of the DBR Assets, whether or not requiring the payment of royalties, other than to BMI and the Subsidiaries.
