Common use of Freedom to Operate Clause in Contracts

Freedom to Operate. AstraZeneca shall not, and shall procure that its Affiliates, Collaborators, sub-licensees and assigns shall not, enforce any Retained Patents against Flexion, its Affiliates and Sublicensees in respect of any use by Flexion, its Affiliates, and Sublicensees to the extent only that the relevant use is solely for the purposes of exercising the rights granted at Section 3.1 above. If Flexion abandons (without the consent of AstraZeneca) the prosecution and/or maintenance of a Licensed Patent then AstraZeneca’s undertaking in this Section shall automatically terminate with respect to the country in which the Licensed Patent has been abandoned.

Freedom to Operate. AstraZeneca shall not, and shall procure that its Affiliates, Collaborators, sub-licensees and assigns shall not, enforce any Retained Patents against Flexion, its Affiliates and Sublicensees in respect of any use by Flexion, its Affiliates, and Sublicensees to the extent only that the relevant use is solely for the ***Confidential Treatment Requested purposes of exercising the rights granted at Section 3.1 above. If Flexion abandons (without the consent of AstraZeneca) the prosecution and/or maintenance of a Licensed Patent then AstraZeneca’s undertaking in this Section 3.4 shall automatically terminate with respect to the country in which the Licensed Patent has been abandoned.