Common use of Merck Sublicensing Clause in Contracts

Merck Sublicensing. Merck may grant sublicenses under any of the licenses granted to Merck by Moderna under Section 9.1, without Moderna’s consent, to (x) one or more Affiliates (with the right to sublicense through multiple tiers), (y) to one or more Third Party subcontractors (in accordance with Section 2.12) of Merck (or its Affiliate) and/or (z) with respect to an Elected Candidate or Product to one or more Third Parties (with the right to sublicense through multiple tiers), provided that the grant of any such sublicense to an Affiliate or Third Party shall not relieve Merck of its obligations under this Agreement, and Merck will be responsible for ensuring the performance and compliance by such Affiliate or Third Party with the terms this Agreement and any Moderna Collaboration In-License as if such Affiliate or Third Party were “Merck”, in each case, to the extent applicable to such Sublicensee, and provided further that, as a condition precedent to and requirement of any such sublicense to a Third Party under the foregoing clause (z):

Merck Sublicensing. Merck may grant sublicenses under any of the licenses granted to Merck by Moderna under Section 9.110.1 or to the Rights of Reference granted under this Agreement, without Moderna’s consent, (1) to (x) one or more Affiliates (with the right to sublicense through multiple tiers)tiers in accordance with this Agreement) without requiring Moderna’s prior written consent, (y2) to one or more Third Party subcontractors (in accordance with Section 2.1210.4) of Merck (or its Affiliate) and/or (z) with respect to an Elected Candidate or Product to one or more Third Parties (with perform the right to sublicense through multiple tiers)subcontracted activities, [***]; provided that that[***], the grant of any such sublicense to an Affiliate or Third Party shall not relieve Merck of its obligations under this Agreement, and Merck will be responsible for ensuring the performance and compliance by such Affiliate or Third Party with the applicable terms this Agreement as if such Affiliate or Third Party were “Merck” and any Moderna Collaboration In-License [***] as if such Affiliate or Third Party were “Merck”, in each case, to the extent applicable to such Sublicensee; provided, and provided further further, that, as a condition precedent to and requirement of any such sublicense to a Third Party under the foregoing clause (z):clauses [***]: