Common use of Moderna Activities Clause in Contracts

Moderna Activities. If during the Post-R&D Period, Merck reasonably requests that Moderna perform additional activities (excluding [***]) in support of Merck’s Development of Product Candidates, Elected Candidates or Products during the Post-R&D Period, the Parties will negotiate in good faith the terms and conditions of such performance; provided, however, that the Parties acknowledge and agree that, unless otherwise agreed to by the Parties, the terms and conditions of this Agreement shall apply to any such activities, [***] (each, a “Post R&D Plan”), and in connection therewith, the provisions of Sections 2.4(a)(ii) and 2.4(b) shall apply, mutatis mutandis. Upon finalization of such Post R&D Plan, Moderna will use Commercially Reasonable Efforts to perform (itself or through its Affiliates or by permitted subcontracting pursuant to Section 2.12) such activities in accordance with the terms and conditions of this Agreement as if such Post R&D Plan were an R&D Plan hereunder, mutatis mutandis.

Moderna Activities. If during the Post-R&D Period, Merck reasonably requests that Moderna perform additional activities (excluding [***]) in support of Merck’s Development of Product Candidates, Elected Candidates or Products during the Post-R&D Period, the Parties will negotiate in good faith the terms and conditions of such performance; provided, however, that the Parties acknowledge and agree that, unless otherwise agreed to by the Parties, the terms and conditions of this Agreement shall apply to any such activities, [***] (each, a ““ Post R&D Plan”), and in connection therewith, the provisions of Sections 2.4(a)(ii) and 2.4(b) shall apply, mutatis mutandis. Upon finalization of such Post R&D Plan, Moderna will use Commercially Reasonable Efforts to perform (itself or through its Affiliates or by permitted subcontracting pursuant to Section 2.12) such activities in accordance with the terms and conditions of this Agreement as if such Post R&D Plan were an R&D Plan hereunder, mutatis mutandis.