Common use of Moderna Collaboration In-Licenses Clause in Contracts

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. If during the Services Program Term Moderna shall notify Merck in writing of the terms of enters into any Moderna In-License promptly after entering into License, Moderna will, through written notice, bring 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 thereunderattention of the JSC [***]. To the extent that the rights granted to Moderna under If a Moderna In-License are limited (e.g.is brought to the attention of the JSC pursuant to this Section 2.6(b), the Parties will, through the JSC, discuss in good faith whether such Moderna In-License should be made available for use [***]). Moderna will disclose the terms of the Moderna In-License to the JSC, Moderna, subject to [***], will equitably apportion and otherwise provide AstraZeneca with such limited rights amongst Moderna assistance and its Affiliates, Merck and Moderna’s and its Affiliates’ Third Party Development and Commercialization partnersinformation that AstraZeneca reasonably requires to assess whether or not [***]. If Merck AstraZeneca notifies Moderna in writing within [***] days after the time when Moderna brought the Moderna In-License to the attention of the JSC or AstraZeneca, as applicable, that a such 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 (ai) 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 [***])Technology, and (bii) Merck AstraZeneca will be required to make the payments set forth in Section 7.72.8(b); provided, that [***]. If Merck AstraZeneca concludes that a such 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 [***]., then subject to Section 2.6(c), [***]. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED A&R SERVICES AND COLLABORATION AGREEMENT

Moderna Collaboration In-Licenses. If during the Services Program Term Moderna shall notify Merck in writing of the terms of enters into any Moderna In-License promptly after entering into License, Moderna will, through written notice, bring 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 thereunderattention of the JSC [***]. To the extent that the rights granted to Moderna under If a Moderna In-License are limited (e.g.is brought to the attention of the JSC pursuant to this Section 2.6(b), the Parties will, through the JSC, discuss in good faith whether such Moderna In-License should be made available for use [***]). Moderna will disclose the terms of the Moderna In-License to the JSC, Moderna, subject to [***], will equitably apportion and otherwise provide AstraZeneca with such limited rights amongst Moderna assistance and its Affiliates, Merck and Moderna’s and its Affiliates’ Third Party Development and Commercialization partnersinformation that AstraZeneca reasonably requires to assess whether or not [***]. If Merck AstraZeneca notifies Moderna in writing within [***] days after the time when Moderna brought the Moderna In-License to the attention of the JSC or AstraZeneca, as applicable, that a such 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 (ai) 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 [***])Technology, and (bii) Merck AstraZeneca will be required to make the payments set forth in Section 7.72.8(b); provided, that [***]. If Merck AstraZeneca concludes that a such 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 subject to Section 2.6(c), [***].

Moderna Collaboration In-Licenses. If during the Services Program Term Moderna shall notify Merck in writing of the terms of enters into any Moderna In-License promptly after entering into License, Moderna will, through written notice, bring 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 thereunderattention of the JSC [***]. To the extent that the rights granted to Moderna under If a Moderna In-License are limited (e.g.is brought to the attention of the JSC pursuant to this Section 2.6(b), the Parties will, through the JSC, discuss in good faith whether such Moderna In-License should be made available for use [***]). Moderna will disclose the terms of the Moderna In-License to the JSC, Moderna, subject to [***], will equitably apportion and otherwise provide AstraZeneca with such limited rights amongst Moderna assistance and its Affiliates, Merck and Moderna’s and its Affiliates’ Third Party Development and Commercialization partnersinformation that AstraZeneca reasonably requires to assess whether or not [***]. If Merck AstraZeneca notifies Moderna in writing within [***] days after the time when Moderna brought the Moderna In-License to the attention of the JSC or AstraZeneca, as applicable, that a such 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 (ai) 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 [***])Technology, and (bii) Merck AstraZeneca will be required to make the payments set forth in Section 7.72.8(b); provided, that [***]. If Merck AstraZeneca concludes that a such 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 [***]., then subject to Section 2.6(c), [***]. A&R SERVICES AND COLLABORATION AGREEMENT