Common use of Merck In-Licenses Clause in Contracts

Merck In-Licenses. In the event that Merck identifies any Patents or Know-How of a Third Party that may be [***] pursuant to this Agreement, Merck may independently negotiate and enter into an agreement to obtain a license or other rights to such Patents or Know-How for use in connection with such Development or Commercialization (each such agreement, an “Merck In-License”). Merck will notify Moderna of such Merck In-License. In the event that such notice is given and Moderna concludes that such Merck In-License should be made available for use by Moderna to perform Collaboration Activities or other Manufacturing activities, then the Parties will discuss in good faith whether and on what terms Merck would grant Moderna rights under any such Merck In-License.