Common use of Licenses Following the Merck Participation Election Date Clause in Contracts

Licenses Following the Merck Participation Election Date. Subject to the terms of this Agreement, including Sections 10.8, 10.10 and [***], during the Merck Participation Term for a given Program, Moderna, on behalf of itself and its Affiliates, hereby grants to Merck sublicensable (subject to Section 10.3(a)), worldwide licenses, under the Moderna Technology, to: (i) Research mRNA Cancer Vaccines for such Program, only under and in accordance with any applicable Additional Research Plan for such Program; provided, however, that [***]; (ii) Develop Collaboration Products from such Program, under and in accordance with any applicable Joint Development Plan and Budget for such Program or Independent Additional Study Development Plan for such Program; (iii) Commercialize Collaboration Products from such Program in the Territory; and (iv) subject to Section 10.1(e), Manufacture Collaboration Products from such Program; provided, for clarity, Merck will exercise its rights to Manufacture any Collaboration Product solely [***]; Subject to Section 10.1(e), the licenses set forth in clauses (i), (ii) and (iv) will be co-exclusive (with Moderna and its Affiliates), and the license set forth in clause (iii) will be exclusive (even as to Moderna and its Affiliates but subject to Sections 8.5 and 8.6).