Gatekeeper Procedures Clause Samples

Gatekeeper Procedures. (a) Commencing on the Effective Date and in accordance with the applicable timeframe set forth in Section 3.2, and ending upon the expiry of the last-to-expire Replacement Right Term as set forth in Section 3.4, ▇▇▇▇▇ may, at its discretion, propose Targets for collaboration hereunder (each a “Proposed Target”) from time to time to the Gatekeeper, [***]. Upon receipt of an inquiry, the Gatekeeper shall notify Aktis as soon as practicable of such inquiry by ▇▇▇▇▇ without disclosing the identity of the Proposed Targets, after which Aktis will have [***] to provide the Gatekeeper with the current list of Excluded Targets. Within [***] of receipt of the updated list of Excluded Targets from Aktis, the Gatekeeper shall compare the Proposed Target(s) against the Excluded Target list provided by ▇▇▇▇▇ and inform ▇▇▇▇▇ in writing whether the Proposed Target(s) is or is not an Excluded Target. (b) If the Gatekeeper confirms that a Proposed Target is not an Excluded Target (each, an “Available Proposed Target”), then, within [***] of ▇▇▇▇▇’▇ receipt of such confirmation, (i) ▇▇▇▇▇ shall provide written notice to Aktis specifying the following (such notice, the “Available Proposed Target Nomination Notice”): (1) the identity of the Available Proposed Target (if not already disclosed to Aktis by ▇▇▇▇▇), (2) whether Lilly desires such Proposed Target be an Initial Collaboration Target or Replacement Collaboration Target and (3) if Lilly desires such Available Proposed Target to be a Replacement Collaboration Target, the identity of the Collaboration Target Lilly desires to replace, and (ii) such Available Proposed Target shall be deemed an Initial Collaboration Target or a Replacement Collaboration Target, as applicable. For clarity, ▇▇▇▇▇’▇ selection of an Available Proposed Target as an Initial Collaboration Target or Replacement Collaboration Target is subject to the terms and conditions of Section 3.2 or Section 3.4, respectively.