Moderna 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 [***].
Moderna Collaboration In-Licenses. Moderna represents, warrants and covenants to Merck that it has [***] as of the Effective Date [***]. Moderna further covenants and agrees that during the Term, (a) it shall satisfy all of its material obligations under (including making all payments), and maintain in full force and effect, each of the Moderna Collaboration In-Licenses; (b) it will not assign (except an assignment to a party to which this Agreement has been assigned as permitted under Section 16.13), [***] without the prior written consent of Merck, not to be unreasonably withheld, to the extent any of the foregoing actions would reasonably be expected to have an adverse effect on Merck’s rights hereunder or thereunder or Moderna’s obligations hereunder; (c) it will provide Merck with prompt notice of any claim of [***] and (d) to the extent permitted under the applicable Moderna Collaboration In-License, it shall promptly [***].
Moderna Collaboration In-Licenses. If any In-License Payment becomes due under any Moderna Collaboration In-License with respect to the applicable Optioned Product Candidate prior to expiration of the Earn-Out Term for such Optioned Product Candidate, Moderna will pay same and, subject to [***] and Section 2.8(b) of the A&R Services and Collaboration Agreement, AstraZeneca will reimburse Moderna for [***] of [***] within [***] days of receipt of Moderna’s written invoice therefor. To the extent that any grant of a sublicense by AstraZeneca or any Sublicensees under an Moderna Collaboration In-License triggers a payment obligation under such Moderna Collaboration In-License, Moderna will pay same and AstraZeneca will reimburse Moderna for [***] of [***] within [***] days of receipt of Moderna’s written invoice therefor.
