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:

Freedom to Operate means that [ * ] is [ * ], as the case may be, [ * ]. A [ * ] and no [ * ]. By way of example, [ * ] and [ * ] or that a [ * ].

Examples of Freedom to Operate in a sentence

• 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.

• 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.

• 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.

• Alpex hereby permanently and irrevocably waives the requirements set forth in Section 4.7 of the Agreement, including without limitation, the Initial Freedom to Operate Condition and the Second Freedom to Operate Condition.

• 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).

• 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).

• 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.

• Licensee will also pay Licensor forty thousand dollars ($40,000) within thirty (30) days following Licensee’s receipt of a positive Freedom to Operate (FTO) analysis from Licensee’s legal counsel.

• Parties agree that the terms and conditions of this Agreement except section 2.1, 11.1-11.6, and 15.2-15.11 (collectively “Terms to be Effective”) become effective and binding to Parties only when the Freedom to Operate (“FTO”) related to Products has completed and the results of which are satisfying to MDT (“Effective Conditions”, the date when MDT confirms Effective Conditions in written form is the “Start Date”).

More Definitions of Freedom to Operate

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 ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ 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.

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.

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.

Freedom to Operate means that a “firm can employ the patented technology without having to be concerned about being sued for infringement.” Jonathan S. Masur & Lisa Larrimore Ouellette, Patent Law: Cases, Problems, and Materials 530 (3d ed. 2023).