Common use of Consequences of AstraZeneca Breach of Section 3 Clause in Contracts

Consequences of AstraZeneca Breach of Section 3. 1. 18.10.1 If, in accordance with the dispute resolution procedure set out in Section 24.3, AstraZeneca is found to have been in breach of the licence grant set out in Section 3.1 of this Agreement, namely that it is found to have granted rights to the Licensed Patents and/or the Exclusively Licensed Know-How to a Third Party in breach of this Agreement; and Flexion has not exercised its right to terminate this Agreement, then Flexion shall have the right either (a) to claim damages in respect of the loss suffered by it as a result of such breach; or (b) to claim a penalty from AstraZeneca in lieu of damages, such penalty to be calculated in accordance with the following provisions: (i) If the breach is discovered by Flexion at any time after the Effective Date but prior to […***…] then all future development, filing and approval milestone payments due to AstraZeneca under Section 7.1 after the discovery of such breach shall be […***…]; (ii) If the breach is discovered by Flexion after […***…] but prior to […***…] then all future development, filing and approval milestone payments due to AstraZeneca under Section 7.1 after the discovery of such breach shall be […***…]; (iii) If the breach is discovered by Flexion after […***…] and prior to […***…] […***…] then all future development, filing and approval milestone payments due to AstraZeneca under Section 7.1 after the discovery of such breach shall be […***…] and the royalties payable to AstraZeneca under Section 7.2 after the discovery and notification of such breach shall be […***…]; (iv) If the breach is discovered by Flexion after […***…] but before […***…] then all future development, filing and approval milestone payments due to AstraZeneca under Section 7.1 after the discovery of such breach shall be […***…] and the royalties and sales related payments payable to AstraZeneca under Sections 7.2 and 7.4 after the discovery of such breach shall be […***…]; provided that in each case Flexion gives AstraZeneca notice of the discovery of the breach promptly after having gained sufficiently detailed knowledge of such breach allowing Flexion to serve a notice of breach under Section 18.2 and giving AstraZeneca the opportunity to cure the breach in accordance with the provisions of Section 18.2 above, and provided further that AstraZeneca has failed to cure the breach so notified in accordance with the timescales set out in that section. Flexion undertakes that it will promptly investigate any suspected breach by AstraZeneca and will, notwithstanding that it may not have gained sufficient evidence formally to allege a breach of the Agreement, notify AstraZeneca promptly if any facts or matters come to its attention which lead it to believe that AstraZeneca may have committed a breach of Section 3.1. 18.10.2 In the event that any payments, which would be affected by a reduction hereunder, become due for payment after the discovery and notification of such breach such payments shall be made by Flexion when due, but in the event that AstraZeneca is found in the dispute resolution procedure set out in Section 24.3 to have breached the licence grant set out it in Section 3.1 of this Agreement, such payments shall be promptly repaid by AstraZeneca plus accrued interest in accordance with Section 7.13 above for the period from the payment date by Flexion until repayment by AstraZeneca. 18.10.3 If the breach occurs or is discovered by Flexion after […***…], then Flexion shall […***…].

Consequences of AstraZeneca Breach of Section 3. 1. 18.10.1 17.10.1 If, in accordance with the dispute resolution procedure set out in Section 24.323.3, AstraZeneca is found to have been in breach of the licence grant set out in Section 3.1 of this Agreement, namely namely, that it is found to have granted rights to the Licensed Patents and/or the Exclusively Licensed Know-How to a Third Party in breach of this Agreement; and Flexion has not exercised its right to terminate this Agreement, then Flexion shall have the right either (a) to claim damages in respect of the loss suffered by it as a result of such breach; or (b) to claim a penalty an amount from AstraZeneca in lieu of damages, such penalty amount to be calculated in accordance with the following provisions: (i) If the breach is discovered by Flexion at any time after the Effective Date but prior to […***…] then all future development, filing and approval milestone payments due to AstraZeneca under Section 7.1 6.1 after the discovery of such breach shall be […***…]; (ii) If the breach is discovered by Flexion after […***…] but prior to […***…] then all future development, filing and approval milestone payments due to AstraZeneca under Section 7.1 6.1 after the discovery of such breach shall be […***…]; (iii) If the breach is discovered by Flexion after […***…] and prior to […***…] […***…] then all future development, filing and approval milestone payments due to AstraZeneca under Section 7.1 6.1 after the discovery of such breach shall be […***…] and the royalties payable to AstraZeneca under Section 7.2 6.2 after the discovery and notification of such breach shall be […***…]; (iv) If the breach is discovered by Flexion after […***…] but before […***…] then all future development, filing and approval milestone payments due to AstraZeneca under Section 7.1 6.1 after the discovery of such breach shall be […***…] and the royalties and sales related payments payable to AstraZeneca under Sections 7.2 6.2 and 7.4 6.4 after the discovery of such breach shall be […***…] […***…]; provided that in each case Flexion gives AstraZeneca notice of the discovery of the breach promptly after having gained sufficiently detailed knowledge of such breach allowing Flexion to serve a notice of breach under Section 18.2 17.2 and giving AstraZeneca the opportunity to cure the breach in accordance with the provisions of Section 18.2 17.2 above, and provided further that AstraZeneca has failed to cure the breach so notified in accordance with the timescales set out in that section. Flexion undertakes that it will promptly investigate any suspected breach by AstraZeneca and will, notwithstanding that it may not have gained sufficient evidence formally to allege a breach of the Agreement, notify AstraZeneca promptly if any facts or matters come to its attention which lead it to believe that AstraZeneca may have committed a breach of Section 3.1. 18.10.2 17.10.2 In the event that any payments, which would be affected by a reduction hereunder, become due for payment after the discovery and notification of such breach breach, such payments shall be made by Flexion when due, but in the event that AstraZeneca is found in the dispute resolution procedure set out in Section 24.3 23.3 to have breached the licence grant set out it in Section 3.1 of this Agreement, such payments shall be promptly repaid by AstraZeneca plus accrued interest in accordance with Section 7.13 6.13 above for the period from the payment date by Flexion until repayment by AstraZeneca. 18.10.3 17.10.3 If the breach occurs or is discovered by Flexion after […***…], then Flexion shall […***…].