M oderna Collaboration In-Licenses Sample Clauses

M oderna Collaboration In-Licenses. Moderna shall notify Merck in writing of the terms of any Moderna In-License promptly after entering into such Moderna In-License (subject to confidentiality obligations and reasonable redactions), including any restrictions or obligations with respect to the Prosecution and Maintenance and/or enforcement any Patents licensed thereunder. To the extent that the rights granted to Moderna under a Moderna In-License are limited (e.g., [***]), Moderna, [***], will equitably apportion such limited rights amongst Moderna and its Affiliates, Merck and Moderna’s and its Affiliates’ Third Party Development and Commercialization partners. If Merck notifies Moderna in writing that a Moderna In-License should be made available for use by either Party for the performance of Collaboration Activities, or [***], in each case pursuant to the terms of this Agreement and to the extent permissible under such Moderna In-License (each such Moderna In-License, a “Moderna Collaboration In-License”), then (a) the Patents and Know-How in-licensed under such Moderna In-License will be deemed Moderna Technology (but subject to any limitations set forth in such Moderna In-License [***]), and (b) Merck will be required to make the payments set forth in Section 7.7; provided, that [***]. If Merck concludes that a Moderna In-License should not be made available for use by either Party for the performance of Collaboration Activities, or made available for use by Merck to Exploit or Optimize Elected Candidates and Products, in each case pursuant to the terms of this Agreement, then [***].
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