Common use of NON-CONFORMING PROPOSALS Clause in Contracts

NON-CONFORMING PROPOSALS. If Moderna issues a Response Notice stating that the R&D Program Proposal or the proposed R&D Program (or additional Targets, as applicable) described therein does not satisfy the requirements of Sections 2.3(a), 2.3(b) and 2.3(c), then Moderna will include in such Response Notice the specific provision of 2.3(a), 2.3(b) or 2.3(c) that such R&D Program Proposal, proposed R&D Program or proposed additional Target, as applicable, failed to satisfy. If Merck in good faith disputes any assertion by Moderna in a Response Notice, Merck may deliver written notice of such dispute to Moderna within [***] of Merck’s receipt of the applicable Response Notice, in which case the dispute will be resolved in accordance with the dispute resolution procedure set forth in [***].

NON-CONFORMING PROPOSALS. If Moderna issues a Response Notice stating that the R&D Program Proposal or the proposed R&D Program (or additional Targets, as applicable) described therein does not satisfy the requirements of Sections 2.3(a), 2.3(b) and 2.3(c), then Moderna will include in such Response Notice the specific provision of 2.3(a), 2.3(b) or 2.3(c) that such R&D Program Proposal, proposed R&D Program or proposed additional Target, as applicable, failed to satisfy. If Merck in good faith disputes any assertion by Moderna in a Response Notice, Merck ▇▇▇▇▇ may deliver written notice of such dispute to Moderna within [***] of Merck▇▇▇▇▇’s receipt of the applicable Response Notice, in which case the dispute will be resolved in accordance with the dispute resolution procedure set forth in [***].