Common use of Negotiation and Disclosure of Moderna New In-Licenses Clause in Contracts

Negotiation and Disclosure of Moderna New In-Licenses. After the Amended Effective Date, if Moderna identifies any Patents or Know-How of a Third Party to which Moderna (and its Affiliates) does not have rights and that may be[***] for the performance of existing or future Collaboration Activities under this Agreement, including for the Research, Development, Manufacture or Commercialization of mRNA Cancer Vaccines pursuant to the terms of this Agreement, Moderna may independently negotiate and enter into an agreement to obtain a license or other rights to such Patents or Know-How (each such agreement, a “Moderna New In-License”); provided that (1) Moderna will [***] and (2) Moderna will use [***]. If Moderna (or its Affiliate) enters into such a Moderna New In-License, Moderna will disclose to Merck the terms of such Moderna New In-License (including by providing a copy of such Moderna New In-License to Merck), subject to applicable confidentiality obligations and reasonable redaction of provisions that do not relate to the potential use of Patents and Know-How in-licensed under such Moderna New In-License for the performance by the Parties of such existing or future Collaboration Activities, including the Research, Development, Manufacture or Commercialization of any mRNA Cancer Vaccines, and otherwise provide Merck with [***] to assess whether or not any Patents or Know-How in-licensed under such Moderna New In-License should made available for use as set forth herein.

Negotiation and Disclosure of Moderna New In-Licenses. After the Amended Effective Date, if Moderna identifies any Patents or Know-How of a Third Party to which Moderna (and its Affiliates) does not have rights and that may be[***] for the performance of existing or future Collaboration Activities under this Agreement, including for the Research, Development, Manufacture or Commercialization of mRNA Cancer Vaccines pursuant to the terms of this Agreement, Moderna may independently negotiate and enter into an agreement to obtain a license or other rights to such Patents or Know-How (each such agreement, a ““ Moderna New In-License”); provided that (1) Moderna will [***] and (2) Moderna will use [***]. If Moderna (or its Affiliate) enters into such a Moderna New In-License, Moderna will disclose to Merck the terms of such Moderna New In-License (including by providing a copy of such Moderna New In-License to Merck), subject to applicable confidentiality obligations and reasonable redaction of provisions that do not relate to the potential use of Patents and Know-How in-licensed under such Moderna New In-License for the performance by the Parties of such existing or future Collaboration Activities, including the Research, Development, Manufacture or Commercialization of any mRNA Cancer Vaccines, and otherwise provide Merck with [***] to assess whether or not any Patents or Know-How in-licensed under such Moderna New In-License should made available for use as set forth herein.