Common use of Conversion of Moderna In-Licenses Clause in Contracts

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 [***]. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

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 [***]. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.