Common use of Results of Termination Clause in Contracts

Results of Termination. (a) Upon any termination of the RSV Lead Period pursuant to Section 2.7 of this Third Amendment, Moderna will responsibly wind-down, in accordance with accepted pharmaceutical industry norms and ethical practices, all in-progress Moderna RSV Lead Activities (including the [***]), or if requested by Merck and permitted by applicable Law, Moderna will transfer responsibility for the RSV Phase I Study to Merck, in which case Merck will pay all costs incurred to complete the RSV Phase I Study should such studies be completed. [***], Moderna will be entitled to receive payment from Merck for all Out-of-Pocket Costs and FTE Costs incurred by Moderna and its Affiliates directly in connection with [***]. (b) Promptly upon termination of the RSV Lead Period, Moderna shall assign and transfer to Merck (or its designee) the RSV IND and all associated Regulatory Filings. Upon assignment to Merck, Moderna shall [***]. Thereafter, (i) Merck or its designee shall be the owner of the RSV IND and all associated Regulatory Filings, (ii) Merck shall have the sole responsibility for all regulatory activities with respect to the RSV Collaboration mRNA Constructs, and (iii) Merck shall be the sole point of contact with Regulatory Authorities in all matters relating to the RSV Collaboration mRNA Constructs. Moderna shall have the right to prepare, at Moderna’s cost, and retain a copy of any and all Regulatory Filings transferred to Merck pursuant to this Section 2.8(b).

Results of Termination. (a) Upon any termination of the RSV Lead Period pursuant to Section 2.7 of this Third Amendment, Moderna will responsibly wind-down, in accordance with accepted pharmaceutical industry norms and ethical practices, all in-progress Moderna RSV Lead Activities (including the [***]), or if requested by Merck Xxxxx and permitted by applicable Law, Moderna will transfer responsibility for the RSV Phase I Study to Merck, in which case Merck will pay all costs incurred to complete the RSV Phase I Study should such studies be completed. [***], Moderna will be entitled to receive payment from Merck for all Out-of-Pocket Costs and FTE Costs incurred by Moderna and its Affiliates directly in connection with [***]. (b) Promptly upon termination of the RSV Lead Period, Moderna shall assign and transfer to Merck (or its designee) the RSV IND and all associated Regulatory Filings. Upon assignment to Merck, Moderna shall [***]. Thereafter, (i) Merck or its designee shall be the owner of the RSV IND and all associated Regulatory Filings, (ii) Merck shall have the sole responsibility for all regulatory activities with respect to the RSV Collaboration mRNA Constructs, and (iii) Merck shall be the sole point of contact with Regulatory Authorities in all matters relating to the RSV Collaboration mRNA Constructs. Moderna shall have the right to prepare, at Moderna’s cost, and retain a copy of any and all Regulatory Filings transferred to Merck pursuant to this Section 2.8(b).