Conversion of Moderna In-Licenses. If Merck [***], then subject to [***], Merck may [***] elect to convert such Moderna In-License to a Moderna Collaboration In-License by (a) providing written notice to Moderna of the same and (b) being required to make the payments set forth in Section 7.7; provided, that such amounts have been disclosed to Merck pursuant to Section 7.4. Upon Moderna’s receipt of such notice, Moderna will promptly notify [***] and, to the extent [***], then such Moderna In-License will thereafter be deemed to a Moderna Collaboration In-License hereunder, and the provisions of this Agreement applicable to Moderna Collaboration In-Licenses will apply with respect to such Moderna In-License. Notwithstanding the foregoing, prior to converting any Moderna In-License to a Moderna Collaboration In-License, the Parties will agree on [***].
Conversion of Moderna In-Licenses. AstraZeneca may elect to convert any Moderna In-License to a Moderna Collaboration In-License by (i) providing written notice to Moderna of the same and (ii) [***]; provided, [***]. Upon Moderna’s receipt of such notice [***], such Moderna In-License will be a Moderna Collaboration In-License hereunder, and the provisions of this Agreement applicable to Moderna Collaboration In-Licenses will apply with respect to such Moderna In-License. Notwithstanding the foregoing, prior to converting any Moderna In-License to a Moderna Collaboration In-License, the Parties will agree on [***].
