Gatekeeper Sample Clauses

Gatekeeper. Subject to the provisions of Section 2.7(b), the inquiries and responses made by one Party to the other in connection with Section 2.4(a) shall be made in writing to the attention of a designated employee of Alnylam mutually agreeable to both Parties (the “Gatekeeper”) who will be bound by confidentiality obligations to both Parties. Each Party agrees to provide the Gatekeeper with full and complete copies of all records and information (including un-redacted copies of the relevant Third Party agreements) that are necessary for the Gatekeeper to render his or her determination.

Gatekeeper. The Parties will agree on an independent attorney nominated by Ablynx and reasonably acceptable to Sanofi to act as an information “gatekeeper” (the “Gatekeeper”) through which Sanofi may inquire (which inquiry may be done via email or an internationally recognized overnight courier) as to whether any Single Target or Target Combination that Sanofi intends to designate as a Sanofi Target (whether pursuant to Section 2.4.1 or 2.4.2) is a Blocked Target (an “Inquiry”), provided that, if the Gatekeeper informs Sanofi in response to an Inquiry that the subject Single Target or Target Combination is a Blocked Target, such Inquiry will not be deemed an Inquiry for purposes of applying those limitations set forth in Section 2.5.5. [...***...

Gatekeeper. In order to enable Novartis to exercise its rights under Section 3.3 (Replacement Collaboration Target and Additional [**]) and Section 3.4 (Additional Collaboration Target), Schrӧdinger shall maintain an up-to-date list of Targets that are Unavailable (“Unavailable Targets”) and shall promptly provide such list and any updates thereto to the Gatekeeper. Within [**] after the Effective Date, the Parties shall engage a mutually agreed, independent, third-party gatekeeper (the “Gatekeeper”) in order to maintain the confidentiality of the identity of Unavailable Targets, Proposed Replacement Targets and Proposed Collaboration Targets. Each of the Parties will enter into a written agreement with such Gatekeeper with customary terms and conditions that are consistent with this Section 3.5 (Gatekeeper), including appropriate confidentiality obligations. The Parties shall share equally the fees and expenses of the Gatekeeper. The Gatekeeper shall not (a) identify to Schrödinger any information with respect to inquiries by Novartis, including the identity of the applicable Proposed Replacement Target or Proposed Additional Target or (b) provide to Novartis any information regarding any Unavailable Target. Within [**] after the date of the engagement of the Gatekeeper, ▇▇▇▇▇▇▇▇▇▇▇ shall deliver to the Gatekeeper in writing an initial list of Unavailable Targets. The Gatekeeper shall promptly confirm in writing to Novartis that it is in receipt of Schrödinger’s initial list of Unavailable Targets (without identifying any Unavailable Targets). Schrödinger shall promptly provide the Gatekeeper with an updated list of Unavailable Targets in the event of any changes to the list of Targets falling with the list of Unavailable Targets. Within [**] following Gatekeeper’s receipt of a Proposed Replacement Target Notice or Proposed Additional Target from Novartis, the Gatekeeper shall determine whether or not the Proposed Replacement Target or Proposed Additional Target nominated by Novartis was an Available Target as of [**] of such nomination by Novartis and notify Novartis in writing (“Gatekeeper Notice”) whether the applicable Proposed Replacement Target or Proposed Additional Target is or is not on the Unavailable Target list. If such Proposed Replacement Target or Proposed Additional Target is not on the Unavailable Target list, the Gatekeeper will promptly inform both Parties in writing with a confirmation of such Proposed Replacement Target or Proposed Additional Tar...

Gatekeeper. No later than [*] following the Effective Date, Sutro will engage an independent Third Party gatekeeper mutually agreed to by the Parties (the “Gatekeeper”), who will maintain the list of Unavailable Targets. The Parties shall cause the Gatekeeper to, prior to receiving any information from either Party in connection with this Agreement, enter into an agreement containing confidentiality and non-use obligations mutually acceptable to the Parties. Promptly after executing such confidentiality agreement, Sutro will provide the Gatekeeper with a list of Unavailable Targets. Sutro will promptly (and in any event, within [*]) notify the Gatekeeper of any changes in the list of Unavailable Targets until all Program Targets have been successfully nominated. All costs in connection with the Gatekeeper will be borne by Sutro.

Gatekeeper. Within [***] days after the Effective Date, Caribou shall engage an independent Third Party mutually agreeable to the Parties (the “Gatekeeper”) for the purposes of performing the applicable functions set forth in Sections 3.2.4, 3.2.5, and 3.2.6, including (a) maintaining, in accordance with Section 3.2.4, a list of Targets that are not available for nomination by AbbVie under this Agreement (“Unavailable Targets”) and (b) confirming whether Proposed Targets and Nominated Targets are on the list of Unavailable Targets. [***] Such engagement shall be on terms consistent with this Agreement and mutually agreeable to the Parties, including provisions relating to confidentiality. The identity of the Unavailable Targets is deemed to be the Confidential Information of Caribou and the identity of the Reserved Targets, Proposed Targets, and Nominated Targets is deemed to be the Confidential Information of AbbVie.

Gatekeeper. Promptly following the Effective Date, the Parties shall jointly engage an independent attorney mutually acceptable to the Parties to serve as a gatekeeper (the “Gatekeeper”) through which Aktis may identify Excluded Targets and ▇▇▇▇▇ may inquire as to whether any Target that ▇▇▇▇▇ would like to designate as a Collaboration Target (whether as an Initial Collaboration Target pursuant to Section 3.2, or a Replacement Collaboration Target pursuant to Section 3.4) is an Excluded Target at such time. Aktis and ▇▇▇▇▇ shall cause the Gatekeeper to enter into a customary confidentiality agreement that includes confidentiality obligations at least as stringent as the provisions set forth in Article 12 and that prohibits the Gatekeeper from disclosing to Aktis any Confidential Information of ▇▇▇▇▇, including the identity of a Target that is or was the subject of any inquiry by ▇▇▇▇▇, and from disclosing to Lilly any Confidential Information of Aktis other than whether a Target proposed by ▇▇▇▇▇ is available as a Collaboration Target. The initial Gatekeeper will be [***], whom the Parties have acknowledged and agreed is independent.

Gatekeeper. If ▇▇▇▇▇▇▇ would like to use a gatekeeper to inquire whether ▇▇▇▇▇▇▇ may replace a given Elected Target with another Target in accordance with Section 2.4.2 (the “Gatekeeper”), the Parties will mutually agree upon the Gatekeeper. [***] the Parties may replace the Gatekeeper from time to time upon mutual written agreement of the Parties. Upon selection of the Gatekeeper, the Parties and the Gatekeeper will enter into a customary gatekeeping agreement that includes confidentiality and non-use obligations that are substantially similar to those hereunder and that prohibits the Gatekeeper from disclosing to Odyssey the identity of any Proposed Target or from disclosing to Janssen the identify of any Targets that are not Available Targets, except, in each case, as otherwise permitted herein. For clarity, the identity of any Proposed Target as a proposed Target under this Agreement will be ▇▇▇▇▇▇▇’▇ Confidential Information upon disclosure to Odyssey pursuant to Section 2.4.2. Other provisions of such gatekeeping agreement will be mutually agreed to by the Gatekeeper and each of the Parties.

Gatekeeper. The Parties will agree on an independent attorney nominated by ▇▇▇▇▇ and reasonably acceptable to Dicerna to act as an information gatekeeper (the “Gatekeeper”) through which ▇▇▇▇▇ may inquire as to whether any Target that ▇▇▇▇▇ intends to designate as a Selected Target (whether pursuant to Section 2.2.1 or Section 2.3.1) is a Blocked Target at that time; and through which Dicerna may inquire as to whether any Target with respect to which Dicerna intends to engage in activities that may be restricted under Section 3.1 is a Reserved Target at that time. Dicerna and ▇▇▇▇▇ will cause the Gatekeeper to enter into a customary confidentiality agreement that includes confidentiality obligations at least as stringent as the provisions set forth in Article 11 and prohibits the Gatekeeper from disclosing to Dicerna the identity of a Target that was the subject of any inquiry and the list of Reserved Targets. Nothing in this Section 2.4.1 will preclude ▇▇▇▇▇ from contacting Dicerna directly regarding the availability of Targets or otherwise, to which Dicerna will respond in its discretion or Dicerna from contacting Lilly directly regarding whether a particular Target is a Reserved Target. The initial Gatekeeper will be [***]., whom the Parties have acknowledged and agreed is independent and which law firm shall enter into an agreement regarding the continued independence of such Gatekeeper.

Gatekeeper. Within [***] following Gilead’s request, the Parties will mutually agree on one (1) individual who is not affiliated with either Party, who is experienced in the biopharmaceutical industry and who is able to take on an obligation of confidentiality to both Parties (such individual, the “Gatekeeper”). Gilead will pay the Out-of-Pocket Costs for the Gatekeeper. The Gatekeeper will be required to keep the identity of any Proposed Research Target Combinations confidential and not disclose the identity of any Proposed Research Target Combinations to MacroGenics or its Affiliates except as otherwise set forth in Section 5.1(c) (Confirmed Research Target Combinations).