Common use of Licenses During Internal SAV Program Term and POC Term Clause in Contracts

Licenses During Internal SAV Program Term and POC Term. (i) Subject to the terms of this Agreement, solely to the extent Merck conducts any Research activities under a given Internal SAV Program Plan for a Merck Internal SAV Program, during the Internal SAV Program Term for such Merck Internal SAV Program, Moderna, on behalf of itself and its Affiliates, hereby grants to Merck a sublicensable (subject to Section 10.3(a)), worldwide, co-exclusive license (with Moderna and its Affiliates), under the Moderna Technology to perform Research activities under such Internal SAV Program Plan. (ii) Subject to the terms of this Agreement, solely to the extent Merck has any Research, Development or Manufacturing obligations under a given POC Plan, during the POC Term for such Program, Moderna, on behalf of itself and its Affiliates, hereby grants to Merck a sublicensable (subject to Section 10.3(a)), worldwide, co-exclusive license (with Moderna and its Affiliates), under the Moderna Technology to perform Research or Development under such POC Plan, or to perform such Manufacturing activities set forth in such POC Plan, Supply Agreement, or Exhibit K, or as mutually agreed by the Parties in writing; provided, for clarity, Merck will exercise its rights to Manufacture solely (A) as set forth in the applicable POC Plan, Supply Agreement, or Exhibit K, or as mutually agreed by the Parties in writing or (B) after the occurrence of an event that obligates Moderna to effect a technology transfer to Merck for such POC Plan hereunder.

Licenses During Internal SAV Program Term and POC Term. (i) Subject to the terms of this Agreement, solely to the extent Merck conducts any Research activities under a given Internal SAV Program Plan for a Merck Internal SAV Program, during the Internal SAV Program Term for such Merck Internal SAV Program, Moderna, on behalf of itself and its Affiliates, hereby grants to Merck a sublicensable (subject to Section 10.3(a)), worldwide, co-exclusive license (with Moderna and its Affiliates), under the Moderna Technology to perform Research activities under such Internal SAV Program Plan. (ii) Subject to the terms of this Agreement, solely to the extent Merck has any Research, Development or Manufacturing obligations under a given POC Plan, during the POC Term for such Program, Moderna, on behalf of itself and its Affiliates, hereby grants to Merck a sublicensable (subject to Section 10.3(a)), worldwide, co-exclusive license (with Moderna and its Affiliates), under the Moderna Technology to perform Research or Development under such POC Plan, or to perform such Manufacturing activities set forth in such POC Plan, Supply Agreement, or Exhibit K, or as mutually agreed by the Parties in writing; provided, for clarity, Merck will exercise its rights to Manufacture solely (A) as set forth in the applicable POC Plan, Supply Agreement, or Exhibit K, or as mutually agreed by the Parties in writing or (B) after the occurrence of an event that obligates Moderna to effect a technology transfer to Merck for such POC Plan hereunder.or