Common use of Exception for Business Combination Clause in Contracts

Exception for Business Combination. (a) Notwithstanding Sections [***], if (a) a Business Combination occurs with respect to Moderna or its Affiliate with a Third Party or (b) Moderna or its Affiliate acquires a Third Party (by merger, consolidation or otherwise) so that such Third Party becomes an Affiliate over which Moderna or its Affiliate has control (as defined in Section 1.4), or (c) Moderna or its Affiliate acquires all or substantially all of the assets of a Third Party (including any subsidiaries or divisions thereof) (each of (a), (b) and (c), a “Moderna Acquisition”), and, in each case, the Third Party (or any of such Third Party’s Affiliates or any successors or assigns of such Third Party or such Third Party’s Affiliates, other than Moderna and its Affiliates as of the Moderna Acquisition) already has, or the acquired assets contain, as applicable, a program that existed prior to, or was substantially in the process of being implemented prior to such Moderna Acquisition and is in fact implemented shortly after such Moderna Acquisition, the Moderna Acquisition that would otherwise violate any of Sections [***] (a “Moderna Business Program”), then [***]; provided that [***]. (b) In addition, in the event a Business Combination occurs with respect Moderna or an Affiliate that does work hereunder or is in possession of Merck’s Confidential Information (including [***]), with a Third Party, then with respect to such acquiring Third Party (or any Affiliates of such acquiring Third Party prior to the consummation of Business Combination (collectively with such acquiring Third Party, a “Third Party Acquiror”), but excluding, for clarity, Moderna and the Moderna Affiliates prior to the consummation of such Business Combination) and after such Business Combination such Third Party Acquiror initiates a program that was not substantially in the process of being implemented prior to such Business Combination (each, a “New Program”): (i) the provisions of [***] shall not apply to such Third Party Acquiror with respect to such New Program provided that [***] (ii) the provisions of [***] shall not apply to such Third Party Acquiror with respect to such New Program provided that [***]. (c) In addition to the other provisions of this Section 11.8, Merck shall have the right to [***].

Exception for Business Combination. (ai) Notwithstanding Sections [***], if (a) a Business Combination occurs with respect to Moderna or its parent Affiliate with a Third Party, and the Third Party (or any of such Third Party’s Affiliates or any successors or assigns of such Third Party or such Third Party’s Affiliates, other than Moderna and its Affiliates as of the Business Combination) has as of the Business Combination, or later has, a program (bor rights thereto) that would otherwise violate any of [***] “Moderna Business Combination Program”), then [***]; provided that [***]. In addition, upon any such Business Combination of Moderna or its parent Affiliate, the following shall apply: (1) At Merck’s written election within [***] after the closing date of such Business Combination of Moderna or its parent Affiliate, [***]; (2) If, within the period from [***] after the closing of such Business Combination until [***] of such closing, [***]. (ii) In addition to the other provisions of this Section 10.7(e), Merck shall have the right to [***]. (iii) In addition, notwithstanding [***], if (A) Moderna or its Affiliate acquires a Third Party (by merger, consolidation or otherwise) so that such Third Party becomes an Affiliate over which Moderna or its Affiliate has control (as defined in Section 1.41.13), or (cB) Moderna or its Affiliate acquires all or substantially all of the assets of a Third Party (including any subsidiaries or divisions thereof) (each of (a), (bA) and (cB), a “Moderna Acquisition”), and, in each case, the Third Party (or any of such Third Party’s Affiliates or any successors or assigns of such Third Party or such Third Party’s Affiliates, other than Moderna and its Affiliates as of the Moderna Acquisition) already has, or the acquired assets contain, as applicable, a program that existed prior to, or was substantially in the process of being implemented prior to such Moderna Acquisition and is in fact implemented shortly after such Moderna Acquisition, the Moderna Acquisition that would otherwise violate any of Sections [***] (a “Moderna Business Acquisition Program”), then Moderna or such Affiliate will, within thirty (30) days after the closing of such Moderna Acquisition, provide written notice to Merck that Moderna or such Affiliates has rights to a Moderna Acquisition Program as a result of a Moderna Acquisition, which written notice will [***]; provided that . Alternatively, [***]. (b) In addition, in the event a Business Combination occurs with respect Moderna or an Affiliate that does work hereunder or is in possession of Merck’s Confidential Information (including [***]), with a Third Party, then with respect to such acquiring Third Party (or any Affiliates of such acquiring Third Party prior to the consummation of Business Combination (collectively with such acquiring Third Party, a “Third Party Acquiror”), but excluding, for clarity, Moderna and the Moderna Affiliates prior to the consummation of such Business Combination) and after such Business Combination such Third Party Acquiror initiates a program that was not substantially in the process of being implemented prior to such Business Combination (each, a “New Program”): (i) the provisions of [***] shall not apply to such Third Party Acquiror with respect to such New Program provided that [***] (ii) the provisions of [***] shall not apply to such Third Party Acquiror with respect to such New Program provided that [***]. (c) In addition to the other provisions of this Section 11.8, Merck shall have the right to [***].

Exception for Business Combination. (ai) Notwithstanding Sections Section [***], if (ai) a Business Combination occurs with respect to Moderna Merck or its Affiliate with a Third Party, and the Third Party (or any of such Third Party’s Affiliates or any successors or assigns of such Third Party or such Third Party’s Affiliates, other than Merck and its Affiliates as of the Business Combination) has as of the Business Combination, or later has, a program (bor rights thereto) Moderna that would otherwise violate any of [***] (each, a “Merck Business Combination Program”), then [***]; provided that [***]. (ii) In addition, notwithstanding Section [***], if (A) Merck or its Affiliate acquires a Third Party (by merger, consolidation or otherwise) so that such Third Party becomes an Affiliate over which Moderna Merck or its Affiliate has control (as defined in Section 1.41.12), or (cB) Moderna Merck or its Affiliate acquires all or substantially all of the assets of a Third Party (including any subsidiaries or divisions thereof) (each of (a), (bA) and (cB), a “Moderna Merck Acquisition”), and, in each case, the Third Party (or any of such Third Party’s Affiliates or any successors or assigns of such Third Party or such Third Party’s Affiliates, other than Moderna Merck and its Affiliates as of the Moderna Merck Acquisition) already has, or the acquired assets contain, as applicable, a program that existed prior to, or was substantially in the process of being implemented prior to such Moderna Merck Acquisition and is in fact implemented shortly after such Moderna Merck Acquisition, the Moderna Merck Acquisition that would otherwise violate any of Sections [***] (a “Moderna Business Merck Acquisition Program”), then Merck or such Affiliate will, within thirty (30) days after the closing of such Merck Acquisition, provide written notice to Moderna that Merck or such Affiliates has rights to a Merck Acquisition Program as a result of a Merck Acquisition, which written notice will [***]; provided that . Alternatively, [***]. (b) In addition, in the event a Business Combination occurs with respect Moderna or an Affiliate that does work hereunder or is in possession of Merck’s Confidential Information (including [***]), with a Third Party, then with respect to such acquiring Third Party (or any Affiliates of such acquiring Third Party prior to the consummation of Business Combination (collectively with such acquiring Third Party, a “Third Party Acquiror”), but excluding, for clarity, Moderna and the Moderna Affiliates prior to the consummation of such Business Combination) and after such Business Combination such Third Party Acquiror initiates a program that was not substantially in the process of being implemented prior to such Business Combination (each, a “New Program”): (i) the provisions of [***] shall not apply to such Third Party Acquiror with respect to such New Program provided that [***] (ii) the provisions of [***] shall not apply to such Third Party Acquiror with respect to such New Program provided that [***]. (c) In addition to the other provisions of this Section 11.8, Merck shall have the right to [***].

Exception for Business Combination. (a) Notwithstanding Sections [***], if (a) a Business Combination occurs with respect to Moderna or its Affiliate with a Third Party or (b) Moderna or its Affiliate acquires a Third Party (by merger, consolidation or otherwise) so that such Third Party becomes an Affiliate over which Moderna or its Affiliate has control (as defined in Section 1.4), or (c) Moderna or its Affiliate acquires all or substantially all of the assets of a Third Party (including any subsidiaries or divisions thereof) (each of (a), (b) and (c), a “Moderna Acquisition”), and, in each case, the Third Party (or any of such Third Party’s Affiliates or any successors or assigns of such Third Party or such Third Party’s Affiliates, other than Moderna and its Affiliates as of the Moderna Acquisition) already has, or the acquired assets contain, as applicable, a program that existed prior to, or was substantially in the process of being implemented prior to such Moderna Acquisition and is in fact implemented shortly after such Moderna Acquisition, the Moderna Acquisition that would otherwise violate any of Sections [***] (a “Moderna Business Program”), then [***]; provided that [***]. (b) In addition, in the event a Business Combination occurs with respect Moderna or an Affiliate that does work hereunder or is in possession of Merck’s Confidential Information (including [***]), with a Third Party, then with respect to such acquiring Third Party (or any Affiliates of such acquiring Third Party prior to the consummation of Business Combination (collectively with such acquiring Third Party, a “Third Party Acquiror”), but excluding, for clarity, Moderna and the Moderna Affiliates prior to the consummation of such Business Combination) and after such Business Combination such Third Party Acquiror initiates a program that was not substantially in the process of being implemented prior to such Business Combination (each, a “New Program”): (i) the provisions of [***] shall not apply to such Third Party Acquiror with respect to such New Program provided that [***] ] (ii) the provisions of [***] shall not apply to such Third Party Acquiror with respect to such New Program provided that [***]. (c) In addition to the other provisions of this Section 11.8, Merck shall have the right to [***].

Exception for Business Combination. (a) Notwithstanding Sections [***], if (a) a Business Combination occurs with respect to Moderna or its Affiliate with a Third Party or (b) Moderna or its Affiliate acquires a Third Party (by merger, consolidation or otherwise) so that such Third Party becomes an Affiliate over which Moderna or its Affiliate has control (as defined in Section 1.4), or (c) Moderna or its Affiliate acquires all or substantially all of the assets of a Third Party (including any subsidiaries or divisions thereof) (each of (a), (b) and (c), a “Moderna Acquisition”), and, in each case, the Third Party (or any of such Third Party’s Affiliates or any successors or assigns of such Third Party or such Third Party’s Affiliates, other than Moderna and its Affiliates as of the Moderna Acquisition) already has, or the acquired assets contain, as applicable, a program that existed prior to, or was substantially in the process of being implemented prior to such Moderna Acquisition and is in fact implemented shortly after such Moderna Acquisition, the Moderna Acquisition that would otherwise violate any of Sections [***] (a “Moderna Business Program”), then [***]; provided that [***]. (b) In addition, in the event a Business Combination occurs with respect Moderna or an Affiliate that does work hereunder or is in possession of MerckXxxxx’s Confidential Information (including [***]), with a Third Party, then with respect to such acquiring Third Party (or any Affiliates of such acquiring Third Party prior to the consummation of Business Combination (collectively with such acquiring Third Party, a “Third Party Acquiror”), but excluding, for clarity, Moderna and the Moderna Affiliates prior to the consummation of such Business Combination) and after such Business Combination such Third Party Acquiror initiates a program that was not substantially in the process of being implemented prior to such Business Combination (each, a “New Program”): (i) the provisions of [***] shall not apply to such Third Party Acquiror with respect to such New Program provided that [***] ] (ii) the provisions of [***] shall not apply to such Third Party Acquiror with respect to such New Program provided that [***]. (c) In addition to the other provisions of this Section 11.8, Merck shall have the right to [***].