Freedom to License . Starting ​ months prior to the scheduled expiration of this Agreement, or in the event of # the receipt of notice from the Licensee that it does not intend to renew the License Agreement in its entirety or with respect to a specific category of Product or jurisdiction; # default by Licensee that THL reasonably believes could lead to a termination of the License in whole or in part; # termination of the License in its entirety or with respect to a specific category of Product, or jurisdiction; or # the receipt by THL of a notice from Licensee requesting the termination of the License in its entirety or with respect to a specific category of Product or jurisdiction, THL shall be free to use, or license to others the right to use, the Trademark in connection with the manufacture, sale, distribution and promotion of # all products in the Territory; # all products in the affected jurisdiction or # the affected category of product in the Territory, as the case may be; provided, however, that no shipments of Products under the Trademark produced by or on behalf of THL or pursuant to any such new license will be permitted prior to the termination or expiration of the License with respect to the applicable category of Product or jurisdiction.

Freedom to License. CKI shall be free to license to others the use of the Licensed Mark in connection with the manufacture, sale, distribution and promotion of Licensed Products in the Territory upon termination or expiration of this Agreement, and at any time to enter into discussions and negotiations and agreements applicable thereto, provided only that no shipment of Licensed Products to retail accounts doors (for sale to consumers) (except to warehouses prior to door delivery is permitted) and no publication of institutional or consumer advertising of the Licensed Products pursuant to any such new license will be permitted prior to ​.

Freedom to Approve Acquisitions, Etc. The grant of Awards shall in no way affect the right of the Company to effect a Change in Control or a Business Combination or to otherwise adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets; the Board and the Company shall incur no liability to Participants by approving or effecting such a transaction.

Mergers, Acquisitions, Sales, Etc. The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock or membership interests of any class of, or any partnership or joint venture interest in, any other Person, or, other than in compliance with the terms hereof, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any portion of the Collateral or any interest therein (other than pursuant hereto).

Freedom to Approve Acquisitions, Etc. The grant of Awards shall in no way affect the right of the Company to effect a Change in Control or a Business Combination or to otherwise adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets; the Board and the Company shall incur no liability to Participants by approving or effecting such a transaction.

Mergers, Acquisitions, Sales, Etc.; Subsidiaries The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock or membership interests of any class of, or any partnership or joint venture interest in, any other Person, or, other than in compliance with the terms hereof, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any portion of the Collateral or any interest therein (other than pursuant hereto). The Borrower shall not have or permit the formation of any Subsidiary.

Mergers, Acquisitions, Sales, Etc. The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock or membership interests of any class of, or any partnership or joint venture interest in, any other Person, or, other than in compliance with the terms hereof, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any portion of the Collateral or any interest therein (other than pursuant hereto).

Freedom to Approve Acquisitions, Etc. The grant of Awards shall in no way affect the right of the Company to effect a Change in Control or a Business Combination or to otherwise adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets; the Board and the Company shall incur no liability to Participants by approving or effecting such a transaction.

Academic Freedom. Baylor shall retain, and Cell Medica acknowledges that Baylor shall retain complete academic freedom including, without limitation, all rights and freedom, in its sole discretion, # to direct and control its activities CONFIDENTIAL

Freedom-to-operate. No legal opinion concerning or with respect to any third party intellectual property rights relating to the [[Unknown Identifier]] Biosimilar Products, including any freedom-to-operate, product clearance, patentability or right-to-use opinion, has been delivered to Seller or, to the Knowledge of Seller, to [[Organization A:Organization]]. To the Knowledge of Seller, There is no patent owned or exclusively controlled by a third party which [[Organization A:Organization]] does not have the right to use and that would be infringed by [[Organization A:Organization]]’s sale of the [[Unknown Identifier]] Biosimilar Products.