Common use of Third Party Licences Clause in Contracts

Third Party Licences. If the Exploitation of the Compound or Licensed Products by Flexion, its Affiliates or any of its Sublicensees infringes or misappropriates any Patent or any Intellectual Property Right of a Third Party in any country, such that Flexion or any of its Affiliates or Sublicensees cannot Exploit the Compound or the Licensed Products in such country without infringing the Patent or Intellectual Property Right of such Third Party, then […***…] shall secure from such Third Party such rights (“Third Party Licence”) as are necessary for the Exploitation of Compound and Licensed Products in such country. […***…] shall be […***…] responsible for […***…] of all royalty and other payments in connection with the securing of any such rights, subject to the following:

Third Party Licences. If the Exploitation of the Compound Compounds or Licensed Products by Flexion, its Affiliates or any of its Sublicensees infringes or misappropriates any Patent or any Intellectual Property Right of a Third Party in any country, such that Flexion or any of its Affiliates or Sublicensees cannot Exploit the Compound Compounds or the Licensed Products in such country without infringing the Patent or Intellectual Property Right of such Third Party, then then, […***…] shall secure from such Third Party such rights (“Third Party Licence”) as are necessary for the Exploitation of Compound Compounds and Licensed Products in such country. […***…] shall be […***…] responsible for […***…] of all royalty and other payments in connection with the securing of any such rights, subject to the following: