Freedom to Operate Sample Clauses

Freedom to Operate. CARDAX acknowledges that it shall be solely and fully responsible to use its Commercially Reasonable Efforts for doing any and all freedom to operate assessments regarding possible infringement of third party intellectual property rights for the Product in the part of the Territory that the Parties reasonably determine require such protection; provided, however, each Party shall be solely and fully responsible for doing any and all freedom to operate assessments regarding possible infringement of third party intellectual property rights for any and all of its Intellectual Property Rights.

Freedom to Operate. (a) To the extent JJCC owns or otherwise Controls any patents or patent applications as of the Execution Date, other than those listed in Schedule 1.1, that generally or specifically claim a Sebderm Product, methods of manufacturing a Sebderm Product, or methods of using a Sebderm Product for the treatment of sebhorrheic dermatitis, JJCC hereby grants (if and to the extent JJCC has the right to do so) to Barrier a non-exclusive, worldwide, royalty-free license or sublicense, with the right to grant sublicenses (subject to Section 2.6 and Article 5) under such patents and patent applications, to make, have made, import, use, sell, offer for sale, and have sold the Sebderm Product. Where JJCC's rights are subject to a license with a third ** Certain information in these exhibits has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. party, Barrier's rights under such license are subject to Barrier negotiating with JJCC and/or the applicable holder of the license and entering into an appropriate sublicense arrangement. (b) To the extent JJCC owns or otherwise Controls any patents or patent applications as of the Execution Date, other than those listed in Schedule 1.3, that generally or specifically claim a Diaper Dermatitis Product, methods of manufacturing a Diaper Dermatitis Product, or methods of using a Diaper Dermatitis Product for the treatment of diaper dermatitis, JJCC hereby grants (if and to the extent JJCC has the right to do so) to Barrier a non-exclusive, royalty-free license or sublicense, with the right to grant sublicenses (subject to Section 2.6 and Article 5) under such patents and patent applications, to make, have made, import, use, sell, offer for sale and have sold the Diaper Dermatitis Product in the `932 Territory and to make and have made the Diaper Dermatitis Product anywhere in the world to import, use, sell, offer for sale and have sold the Diaper Dermatitis Product in the `932 Territory. Where JJCC's rights are subject to a license with a third party, Barrier's rights under such license are subject to Barrier negotiating with JJCC and/or the applicable holder of the license and entering into an appropriate sublicense arrangement.

Freedom to Operate. SVI represents and warrants that, as of the Effective Date, it has not received and has no knowledge of any Claim by a Third Party containing any express or implied allegation that SVI, its Third Party Licensors or the Surgi-Vision IP is or may be Infringing any of such Third Party’s Intellectual Property Rights, except that (a) SVI knows of a Third Party’s attempt to invoke an interference against U.S. 6,904,307, (b) SVI has filed a re-issue with respect to U.S. 6,904,307, and (c) SVI has filed a patent application (application number [***]) attempting to [***]. If, at any time during the Term, SVI receives or becomes aware of any such Claim, SVI shall promptly notify CPI of such Claim in writing, describing the Claim in reasonable detail (but performing and providing no written analysis regarding the Claim). Provided CPI has not exercised its Termination Option, upon such notice, CPI may, in its sole discretion, evaluate such Claim to determine whether a license of the Third Party’s Intellectual Property is necessary or desirable, or whether such Third Party’s Intellectual Property may otherwise have a material effect on the Surgi-Vision IP in the Implantable Cardiac Field. [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Freedom to Operate. So long as the Signatories meet all of their obligations under this Agreement, their independent legal obligations and any contemporaneous implementing agreements, the Signatories agree that they do not have an obligation to operate their system or to conduct their decision-making in any particular way.

Freedom to Operate. AstraZeneca shall not, and shall procure that its Affiliates, Collaborators, sub-licensees and assigns shall not, enforce any Retained Patents against Flexion, its Affiliates and Sublicensees in respect of any use by Flexion, its Affiliates, and Sublicensees to the extent only that the relevant use is solely for the purposes of exercising the rights granted at Section 3.1 above. If Flexion abandons (without the consent of AstraZeneca) the prosecution and/or maintenance of a Licensed Patent then AstraZeneca’s undertaking in this Section shall automatically terminate with respect to the country in which the Licensed Patent has been abandoned.

Freedom to Operate. SVI represents and warrants that, as of the Effective Date, it has not received and has no knowledge of any Claim by a Third Party containing any express or implied allegation that SVI, its Third Party Licensors or the Surgi-Vision IP is or may be Infringing any of such Third Party’s Intellectual Property Rights, except that (i) SVI knows of a Third Party’s attempt to invoke an interference against U.S. 6,904,307, (ii) SVI has filed a re-issue with respect to U.S. 6,904,307, and (iii) SVI has filed a patent application (application number [***]) attempting to invoke an interference. If, at any time during the Term or thereafter, SVI receives or becomes aware of any such Claim, SVI shall promptly notify CPI of such Claim in writing, describing the Claim in reasonable detail (but, provided CPI has not exercised its Termination Option, performing and providing no written analysis regarding the Claim). Provided CPI has not exercised its Termination Option, upon such notice, CPI may, in its sole discretion, evaluate such Claim to determine whether a license of the Third Party’s Intellectual Property is necessary or desirable, or whether such Third Party’s Intellectual Property may otherwise have a material effect on the Surgi-Vision IP in the Implantable Cardiac Field. SVI further represents and warrants that, as of the Effective Date, it is not, and to SVI’s actual knowledge its Third Party Licensors are not, currently evaluating any Intellectual Property of any Third Party (and neither SVI nor, to SVI’s actual knowledge, its Third Party Licensors has conducted any such evaluations in the past three (3) years) to determine whether a license thereof is necessary or desirable, or whether such Intellectual Property may otherwise have a material effect on the Surgi-Vision IP in the Implantable Cardiac Field. [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Freedom to Operate. To the best of the Company's knowledge, the conduct by the Company of its businesses, and the manufacture by the Company of its products, does not conflict with, infringe upon or violate any patent, copyright, trademark, registration or other intellectual property right of any other person or entity.

Freedom to Operate. Moderna, its Affiliates, and their collaboration partners may initiate or participate in any validity challenge (including IPR, PGR, reexamination, or opposition) concerning Genevant/Arbutus Patent Rights—other than Specified Patents—involving claims that are not expressly limited to the field of use of the Moderna Licensed Products and such challenge relates to Moderna products, technology, or activities—other than a Moderna Licensed Product—Moderna shall not be required to identify or specify any particular product in connection with such challenge, and any such challenge shall not constitute an admission of validity, enforceability, or infringement of the Genevant/Arbutus Patent Rights.

Freedom to Operate. PLIVA and ELITE shall, under a joint defense agreement, obtain, within 120 days of the effective date, a "freedom to operate" opinion from outside counsel with respect to the manufacture, use and sale of the Product in each country in the Territory. Either party shall have the right to terminate this Agreement with respect to a country if not satisfied with the opinion(s) for such country by notifying the other party in writing within 30 days of receipt of the opinion. The obligations of each party accrued to through the Effective Date of any such notice, including the obligation to reimburse for costs incurred, shall survive termination of this Agreement.