Freedom to Operate Sample Clauses

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. Neither the Company nor any Material Subsidiary is a party to any agreement or understanding restricting the Company’s or any Material Subsidiary’s freedom to operate within a particular area or otherwise restricting the ability of the Company or any Material Subsidiary from freely competing with competitors.

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. (a) To the extent JPPLP owns or otherwise Controls any patents or patent applications as of the Execution Date, other than those listed in Schedule 1.19, that generally or specifically claim an Itraconazole Product, methods of manufacturing an Itraconazole Product, or methods of using an Itraconazole Product in the Field, JPPLP hereby grants (if and to the extent JPPLP 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 6) under such patents and patent applications, to make, have made, import, use, sell, offer for sale, and have sold Itraconazole Products in the Territory in the Field. Where JPPLP's rights are subject to a license with a third party, Barrier's rights under such license are subject to Barrier negotiating with JPPLP and/or the applicable holder of the license and entering into an appropriate sublicense arrangement. (b) To the extent JPPLP 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 `096 Product provided such patents or patent applications contain composition of matter claims or methods of manufacturing a `096 Product, JPPLP hereby grants (if and to the extent JPPLP 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 7) under such patents and patent applications, to make, have made, import, use, sell, offer for sale, and have sold `096 Products in the Territory in the Field. Where JPPLP's rights are subject to a license with a third party, Barrier's rights under such license are subject to Barrier negotiating with JPPLP and/or the applicable holder of the license and entering into an appropriate sublicense arrangement. (c) To the extent JPPLP owns or otherwise Controls any patents or patent applications as of the Execution Date, other than those listed in Schedule 1.28, that generally or specifically claim a Ketanserin Product provided such patents or patent applications contain composition of matter claims or methods of manufacturing a Ketanserin Product, JPPLP hereby grants (if and to the extent JPPLP 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 7) under such patents and patent applications, to...

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. 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. 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. 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. 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.

Freedom to Operate. (i) Except as disclosed in Schedule 9.2(i), to Progenics’s Knowledge, the Manufacture, Development and Commercialization in the Designated Countries, of Products currently sold or in active Development, in the current formulation, do not require a license from any Third Party other than as provided under this Agreement. For the avoidance of doubt, the Products currently sold or in active development in one or more of the Designated Countries are the syringe/vial Product, the pre-filled syringe Product, the multi-dose pen Product and the oral SLS immediate release Product. Neither Progenics nor any of its Affiliates has received written notice from any Third Party of any issued and enforceable Patent Right of such Third Party that would be infringed by the Manufacture, Development or Commercialization of the Compound or Products in the Designated Countries. (ii) Except as disclosed in Schedule 9.2(i), no claim or litigation has been brought or threatened by any Person alleging that the Regulatory Documentation, the Progenics Technology or, to Progenics’s Knowledge, any other Licensed Technology, or alleging that the disclosing, copying, making, assigning, licensing or other utilizing of the Regulatory Documentation, the Progenics Technology or, to Progenics’s Knowledge, any other Licensed Technology, violates, infringes or otherwise conflicts or interferes with any intellectual property or proprietary right of any Person.