Common use of Permitted In-Licenses Clause in Contracts

Permitted In-Licenses. Notwithstanding anything to the contrary set forth herein, in the event that, during the POC Term for a given Program, to the extent Moderna reasonably determines that any Patents or Know-How in-licensed under a given Moderna New In-License [***] (such Moderna New In-License, a “Permitted In-License”) should be made available for use by either Party for the performance of Collaboration Activities for such Program, including for the Research, Development, Manufacture or Commercialization of any Collaboration Product as a part of such Program under this Agreement, subject to and in accordance with the terms of this Agreement and to the extent permitted under such Permitted In-License, then Moderna shall notify Merck in writing, which notice shall include a copy of the applicable Permitted In-License (subject to confidentiality obligations and reasonable redaction) and specifically identify the applicable Patents or Know-How to be made available for use by the Parties for such use and, upon Merck’s receipt of such notice, then such Patents or Know-How (as applicable) will be deemed Moderna Technology (subject to any limitations set forth in such Permitted In-License as disclosed by Moderna in such notice to Merck) with respect to such Program and such Permitted In-License shall be deemed an “Included Permitted In-License” with respect to such Program, unless [***].

Permitted In-Licenses. Notwithstanding anything to the contrary set forth herein, in the event that, during the POC Term for a given Program, to the extent Moderna reasonably determines that any Patents or Know-How in-licensed under a given Moderna New In-License [***] (such Moderna New In-License, a “Permitted In-License”) should be made available for use by either Party for the performance of Collaboration Activities for such Program, including for the Research, Development, Manufacture or Commercialization of any Collaboration Product as a part of such Program under this Agreement, subject to and in accordance with the terms of this Agreement and to the extent permitted under such Permitted In-License, then Moderna shall notify Merck in writing, which notice shall include a copy of the applicable Permitted In-License (subject to confidentiality obligations and reasonable redaction) and specifically identify the applicable Patents or Know-Know- How to be made available for use by the Parties for such use and, upon Merck’s receipt of such notice, then such Patents or Know-How (as applicable) will be deemed Moderna Technology (subject to any limitations set forth in such Permitted In-License as disclosed by Moderna in such notice to Merck) with respect to such Program and such Permitted In-License shall be deemed an “Included Permitted In-License” with respect to such Program, unless [***].