Common use of Freedom to Operate Clause in Contracts

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. (a) To the extent JJCC JPPLP owns or otherwise Controls any patents or patent applications as of the Execution Date, other than those listed in Schedule 1.11.19, that generally or specifically claim a Sebderm an Itraconazole Product, methods of manufacturing a Sebderm an Itraconazole Product, or methods of using a Sebderm an Itraconazole Product for in the treatment of sebhorrheic dermatitisField, JJCC JPPLP 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 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 56) under such patents and patent applications, to make, have made, import, use, sell, offer for sale sale, and have sold the Diaper Dermatitis Product Itraconazole Products 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 TerritoryField. Where JJCCJPPLP's rights are subject to a license with a third party, Barrier's rights under such license are subject to Barrier negotiating with JJCC 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 make, have made, import, use, sell, offer for sale, and have sold Ketanserin Products in the Ketanserin 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. ** 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. (d) To the extent JPPLP owns or otherwise Controls any patents or patent applications as of the Execution Date, other than those listed in Schedule 1.25, that generally or specifically claim a JPPLP Product containing a Barrier Exclusive Compound (as defined in Section 5.1(b)) provided such patents or patent applications contain composition of matter claims or methods of manufacturing a JPPLP Product containing a Barrier Exclusive Compound (as defined in Section 5.1(b)), 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 JPPLP Products containing such Barrier Exclusive Compound, 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.