Freedom to Operate definition

Freedom to Operate means such valid patents that, but for a license, would be infringed by the development, manufacture, use or sale of a Product for the Indication. With respect to patents or patent applications that are published by the applicable patent office anywhere in the world more than two (2) years after the Effective Date that are required to secure Freedom to Operate in the Sublicense Territory, then (a) if a license to such patent is limited to the Sublicense Territory, then Sublicensor and Sublicensee shall each be responsible for ***** of such license fees and royalty obligations; and (b) if a license to such patent includes countries outside the Sublicense Territory, then Sublicensor shall be responsible for ***** of such license fees and royalty obligations and Sublicensee shall be responsible for ***** of such license fees and royalty obligations. Notwithstanding the foregoing, Sublicensor’s obligation to pay Third Party royalties, including, without limitation, royalties owed to Panion, shall not exceed the sales milestone payments and royalties to which Sublicensor is entitled under Sections 4.3 and 5.1 of this Agreement.
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Freedom to Operate means that the holder of the intellectual property right grants licences to others within the project:
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Freedom to Operate. For a given product or service, at a given point in time, with respect to a given market or geography, no intellectual property (IP) from any third party is infringed. (Source: ipHandbook) • Gift: Something of value provided by a donor to a university done with no or few conditions on use, with no expectation of direct benefit to the donor and with little accounting to the donor by the university for use of the gift beyond stewardship. The essence of a gift is the donative intent of the donor. (Modified from UIDP Contract Accord 11) • Indemnification: Indemnity is defined by Xxxxxxx-Xxxxxxx as “a promise to pay for the cost of possible damage, loss, or injury.” An indemnity agreement, sometimes called a “hold harmless agreement” is a provision where one party agrees to indemnify, or hold harmless, the other party for damages that might arise in connection with the agreement.
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Examples of Freedom to Operate in a sentence

  • For clarity, the terms of this Agreement do not provide either Party with any right, title or interest or any license to the other Party’s intellectual property except as necessary to conduct the MSD Compound Study and as expressly provided under this Agreement, including as set forth in Section 10.8 (Mutual Freedom to Operate).

  • However, it is agreed and understood by both Parties that such a Freedom to Operate Opinion or any updated Freedom to Operate Opinion shall in no way constitute a representation or warranty by or on behalf of SkyePharma that either Party is, in fact, free to make, use, sell, and offer for sale the Product in any way, without infringing the intellectual property rights of a Third Party.

  • It shall be the sole responsibility of Accelerated to perform a Freedom to Operate Analysis to ensure that the Product in the application intended by Accelerated does not infringe any third-party rights.

  • For clarity, the terms of this Agreement do not provide Syndax or Merck with any rights, title or interest or any license to the other Party’s background intellectual property except as necessary to conduct the Study and as expressly set forth in Section 10.4 (Mutual Freedom to Operate for *** Inventions).

  • Sublicensor shall be responsible for payment of third party royalties owed on sales of Product in the Sublicense Territory with respect to any issued patent or patent application that has been published by the applicable patent office anywhere in the world prior to and including the date that is two (2) years after the Effective Date that are required to secure Freedom to Operate in the Sublicense Territory.

  • Sublicensor shall be responsible for payment of Third Party royalties owed on sales of Product in the Sublicense Territory with respect to any issued patent or patent application that has been published by the applicable patent office anywhere in the world prior to and including the date that is two (2) years after September 26, 2007 that are required to secure Freedom to Operate in the Sublicense Territory.

  • The foregoing shall not limit SURMODICS’ rights under this Paragraph 5 if SURMODICS thereafter becomes aware of information (including but not limited to a claim from a third party) that calls into question CABG’s Freedom to Operate with respect to such other Compounds.

  • For clarity, the terms of this Section 10.8 (Mutual Freedom to Operate) do not provide either Party with any rights, title or interest or any license to the Collaborator Background Patents, or the MSD Background Patents except as expressly set forth in the previous sentence.

  • Lorillard continues to successfully defend its Freedom to Operate 8.

  • In addition, the Parties expect that any update of such Freedom to Operate Opinions sought pursuant to Section 3.2(f) will conclude that there are no Third Party intellectual property rights which adversely affect the Parties' right to make, use, sell, and offer for sale the Products as contemplated by this Agreement.


More Definitions of Freedom to Operate

Freedom to Operate means, with respect to the Products, that such Products and their design, manufacturing, use and sale (excluding the Product Branding) do not infringe, misuse, or misappropriate the IPR of any Third Party.
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Freedom to Operate means that [ * ] is [ * ], as the case may be, [ * ]. A [ * ] and no [ * ]. By way of example, [ * ] and [ * ] or that a [ * ].
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Freedom to Operate. Opinion. YM shall have received a "freedom to operate" opinion in respect of the patent applications referred to in Section 3.1(27)(a)(A) which is satisfactory in form and substance to YM in its sole discretion.
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Related to Freedom to Operate

  • Generation Operations Center means the location of Buyer’s real-time operations personnel.

  • Railway Operation means the construction and operation under this Agreement of the relevant Railway and associated access roads and Additional Infrastructure (if any) within the relevant Railway Corridor and of the associated Lateral Access Roads, in accordance with approved proposals;

  • Agricultural operation means an agricultural, aquacultural, horticultural or silvicultural operation that is carried on in the expectation of gain or reward.

  • Farm operation means any activity conducted solely or primarily for the production of one or more agricultural products or commodities, including timber, for sale or home use, and customarily producing such products or commodities in sufficient quantity to be capable of contributing materially to the operator's support.

  • Best Management Practices (BMPs means schedules of activities, prohibitions of practices, maintenance procedures, and other management practices to prevent or reduce the pollution of waters of the state. BMPs also include treatment requirements, operating procedures, and practices to control site runoff, spillage or leaks, sludge or waste disposal, or drainage from raw material storage.

  • Continuously Operate or “Continuous Operation” means that when an SCR, FGD, ESP, or Other NOx Pollution Controls are used at a Unit, except during a Malfunction, they shall be operated at all times such Unit is in operation, consistent with the technological limitations, manufacturers’ specifications, and good engineering and maintenance practices for such equipment and the Unit so as to minimize emissions to the greatest extent practicable.

  • Monitoring well means a water well intended for the purpose of determining groundwater quality or quantity.

  • Processes with Significant Environmental Aspects means the Equipment which, during regular operation or if not properly operated or maintained, may cause or are likely to cause an adverse effect.

  • Market Operations Center means the equipment, facilities and personnel used by or on behalf of a Market Participant to communicate and coordinate with the Office of the Interconnection in connection with transactions in the PJM Interchange Energy Market or the operation of the PJM Region.

  • Diatomaceous earth filtration means a process resulting in substantial particulate removal in which a precoat cake of diatomaceous earth filter media is deposited on a support membrane (septum), and while the water is filtered by passing through the cake on the septum, additional filter media known as body feed is continuously added to the feed water to maintain the permeability of the filter cake.

  • New Jersey Stormwater Best Management Practices (BMP) Manual or “BMP Manual” means the manual maintained by the Department providing, in part, design specifications, removal rates, calculation methods, and soil testing procedures approved by the Department as being capable of contributing to the achievement of the stormwater management standards specified in this chapter. The BMP Manual is periodically amended by the Department as necessary to provide design specifications on additional best management practices and new information on already included practices reflecting the best available current information regarding the particular practice and the Department’s determination as to the ability of that best management practice to contribute to compliance with the standards contained in this chapter. Alternative stormwater management measures, removal rates, or calculation methods may be utilized, subject to any limitations specified in this chapter, provided the design engineer demonstrates to the municipality, in accordance with Section IV.F. of this ordinance and N.J.A.C. 7:8-5.2(g), that the proposed measure and its design will contribute to achievement of the design and performance standards established by this chapter.

  • Health Care Operations shall have the meaning given to such term under the HIPAA 2 Privacy Rule in 45 CFR § 164.501.

  • Radiation therapy simulation system means a radiographic or fluoroscopic x-ray system intended for localizing the volume to be exposed during radiation therapy and confirming the position and size of the therapeutic irradiation field.

  • Commencement of Operations means, with respect to any Facility, the completion and the performance of all of the following activities:

  • Plan of operation means the plan of operation of the program

  • Acute care means preventive care, primary care, and other medical care provided under the direction of a physician for a condition having a relatively short duration.

  • In operation means engaged in activity related to the primary design function of the source.

  • Drug therapy management means the review of a drug therapy regimen of a patient by one or more pharmacists for the purpose of evaluating and rendering advice to one or more practitioners regarding adjustment of the regimen.

  • Affordable development means a housing development all or a portion of which consists of restricted units.

  • Agricultural operations means the growing and harvesting of crops or the raising of fowl or animals for the primary purpose of making a profit, providing a livelihood, or conducting agricultural research or instruction by an educational institution. Agricultural operations do not include activities involving the processing or distribution of crops or fowl.

  • continuing professional development means the continuing professional development contemplated in section 32;

  • Behavioral therapy means interactive therapies derived from evidence-based research, including applied behavior analysis, which includes discrete trial training, pivotal response training, intensive intervention programs, and early intensive behavioral intervention.

  • co-operative means a co-operative registered in terms of section 7 of Cooperatives Act, 2005 (Act No. 14 of 2005)

  • railway operational procedures means procedures specified under any access agreement (as defined in the Railways Act 1993) or station lease;

  • Respite care means care anticipated to be provided for a period of 28 days or less for the purpose of temporarily relieving a family member or other caregiver from his or her daily caregiv- ing duties.

  • Standard Methods for the Examination of Water and Wastewater means the most recent edition of Standard Methods for the Examination of Water and Wastewater published jointly by the American Public Health Association, the American Waterworks Association and the Water Environment Federation;