Common use of Exclusivity Term Clause in Contracts

Exclusivity Term. Flexion’s exclusive position granted by Section 3.1 shall expire with respect to each separate Licensed Product, on a country-by-country basis, on the date when Flexion’s obligation to pay royalties with respect to such Licensed Product pursuant to Section 6.6 expires. Upon expiry of Flexion’s exclusive position with respect to a Licensed Product in a country, Flexion’s licence with respect to such Licensed Product in such country shall become non-exclusive, fully paid-up, ***Confidential Treatment Requested perpetual and irrevocable and the Net Sales of such Licensed Product in such country shall be excluded from the royalty calculations in Sections 6.2 and 6.3 (but not the thresholds and ceilings contained in Sections 6.2 and 6.4). Flexion and its Affiliates and Sublicensees shall be allowed to continue Exploiting such Licensed Product and using all Non-Exclusive Licensed Know-How in connection therewith on a non-exclusive basis and all Exclusive Licensed Know-How on an exclusive basis in such country with no further consideration to AstraZeneca.

Exclusivity Term. Flexion’s exclusive position granted by Section 3.1 shall expire with respect to each separate Licensed Product, on a country-by-country basis, on the date when Flexion’s obligation to pay royalties with respect to such Licensed Product pursuant to Section 6.6 7.6 expires. Upon expiry of Flexion’s exclusive position with respect to a Licensed Product in a country, Flexion’s licence with respect to such Licensed Product in such country shall become non-exclusive, fully paid-up, ***Confidential Treatment Requested perpetual and irrevocable and the Net Sales of such Licensed Product in such country shall be excluded from the royalty calculations in Sections 6.2 7.2 and 6.3 7.3 (but not the thresholds and ceilings contained in Sections 6.2 7.2 and 6.47.4). Flexion and its Affiliates and Sublicensees shall be allowed to continue Exploiting such Licensed Product and using all Non-Exclusive Licensed Know-How in connection therewith on a non-exclusive basis and all Exclusive Licensed Know-How on an exclusive basis in such country with no further consideration to AstraZeneca.

Exclusivity Term. FlexionAstraZeneca’s exclusive position granted by Section 3.1 7.5 shall expire with respect to each separate Licensed Product, on a country-by-country basis, on the date when FlexionAstraZeneca’s obligation to pay royalties with respect to such Licensed Product pursuant to Section 6.6 this Agreement expires. Upon expiry expiration of Flexion’s exclusive position the royalty term set forth in Section 11.7 with respect to a Licensed Product in a country, FlexionAstraZeneca’s licence license with respect to such Licensed Product in such country shall become non-exclusive, fully paid-up, ***Confidential Treatment Requested perpetual and irrevocable and the Net Sales of such Licensed Product in such country shall be excluded from the royalty calculations in Sections 6.2 and 6.3 Section 11.1 (but not including the thresholds and ceilings contained in Sections 6.2 and 6.4)ceilings) or 11.4, as applicable. Flexion AstraZeneca and its Affiliates and Sublicensees following such expiration shall be allowed to continue Exploiting such Licensed Product and using all Non-Exclusive Licensed Know-How Know How, Licensed Patents in the Licensed Field, Licensed Improvements and Collaboration Results in connection therewith on a non-exclusive basis and all Exclusive Licensed Know-How on an exclusive basis in such country with no further consideration to AstraZenecaPalatin.