Common use of Elected Candidate Notice Clause in Contracts

Elected Candidate Notice. Prior to the expiration of the Collaboration Term, Merck may designate a Product Candidate as an “Elected Candidate” hereunder by providing Moderna with written notice of the same (an “Elected Candidate Notice”); provided that Merck may make no more than five (5) such designations, in the aggregate, hereunder (the “Elected Candidate Cap”). If [***] 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 Execution Version Merck issues an Elected Candidate Notice during the R&D Term, but Merck has not, prior to the issuance of such Elected Candidate Notice, established a TPP with respect to such Elected Candidate, then along with such Elected Candidate Notice, Merck will provide Moderna with a TPP Notice with respect to such Elected Candidate. Upon Moderna’s receipt of the Elected Candidate Notice (and TPP Notice, if applicable), such designated Product Candidate will be an Elected Candidate. For the avoidance of doubt, a separate Elected Candidate Notice is required for each of the five (5) possible designations of Elected Candidates, and following the designation of the fifth (5th) Elected Candidate, Merck shall no longer have the right to designate any additional Elected Candidates hereunder.”