Common use of Moderna Collaboration In-Licenses Clause in Contracts

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. 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 MerckXxxxx’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 [***].