Common use of Gatekeeper Process Clause in Contracts

Gatekeeper Process. Within 10 business days of the Effective Date, the Parties shall enter into an agreement with the Gatekeeper in order to establish the below process by which Merck may designate Additional Targets. In order to designate an Additional Target under Section 2.4 or Section 2.5 Merck will provide the Gatekeeper with a confidential written description of such Additional Target, including to the extent available, the Name and UniProt/SwissProt identifier for such proposed Additional Target. Within five (5) Business Days following Gatekeeper’s receipt of such written notice with respect to a particular proposed Additional Target, Sutro will ensure that the Gatekeeper will notify Merck in writing whether the proposed Additional Target is Available for designation as an Accepted Target under a Project Plan. The Parties hereby acknowledge and agree that a proposed Additional Target will be “Available” for designation by Merck as an Accepted Target unless (a) Sutro or its Affiliate is actively conducting research and development directed to such Target with a Third Party prior to the date of receipt of the written notice from Merck to the Gatekeeper, or (b) Sutro or its Affiliate is actively engaged in its own internal program for ADC Development involving such Target (as further evidenced by written notice thereof to the Gatekeeper prior to the date of receipt of the written notice from Merck to the Gatekeeper). If for three (3) subsequent proposed Additional Targets the Gatekeeper notifies Merck that the proposed Additional Target is not Available, and the unavailability for each is by reason of clause (b) above, then Merck shall have the right to conduct an audit, upon reasonable notice during normal business hours and at Merck’s own expense, of Sutro’s internal programs directly related to such Additional Targets (and not any of its programs with, or on behalf of, a Third Party) solely to determine the accuracy of the Gatekeeper’s notification of unavailability for such proposed Additional Targets. All information obtained by Merck in conducting such audit shall be Sutro’s Confidential Information.

Gatekeeper Process. Within 10 business days (a) MTEM shall from time to time after the Effective Date provide the Gatekeeper with a list of current Targets that MTEM does not wish to make available as Designated Targets or Replacement Targets for any Program (“Excluded Targets”). Excluded Targets include two Target subsets: (i) MTEM’s Excluded Targets, to include MTEM’s initial list of Excluded Targets as set forth on Schedule 1.1.88 attached hereto and MTEM Excluded Targets selected after the Effective Date; and (ii) MTEM Licensee Designated or Licensed Targets. Subject to the foregoing sentence, MTEM’s Excluded Targets not initially included on the Parties shall enter into an list of Excluded Targets provided to the Gatekeeper may be added at such time that MTEM has established a bona fide internal research program with respect to such Target and for which it has a proof of concept data set, including that set forth on Schedule 2.5.4 attached hereto, which data will be provided to the Gatekeeper upon Takeda’s request; and promptly upon execution of a license agreement with the Gatekeeper in order a MTEM Licensee whereby MTEM conveys an exclusive option and/or license rights to establish the below process by which Merck may designate Additional Targetssaid Third Party for such Target. In order If Takeda desires to designate an Additional the Program 2 Target under Section 2.4 or Section 2.5 Merck will a Replacement Target, Takeda shall provide the Gatekeeper with a confidential written description of such Additional Targetproposed Target (the “Inquiry”), including to the extent available, the Name Name, Aliases, and UniProt/SwissProt identifier number sequence for such proposed Additional Target. Within five (5) Business Days following the Gatekeeper’s receipt of such written notice an Inquiry with respect to a particular proposed Additional Target, Sutro will MTEM Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. shall ensure that the Gatekeeper will shall notify Merck Takeda in writing whether the proposed Additional Target is Available for designation as an Accepted Target under a Project PlanDesignated Target. The Parties hereby acknowledge and agree that a proposed Additional Target will shall be “Available” for designation by Merck Takeda as an Accepted a Designated Target unless (a) Sutro or its Affiliate is actively conducting research and development directed to such Target with a Third Party prior to is an Excluded Target [***] the date of receipt of the written notice from Merck Takeda’s Inquiry pursuant to the Gatekeeper, or (b) Sutro or its Affiliate is actively engaged in its own internal program for ADC Development involving such Target (as further evidenced by written notice thereof to the Gatekeeper prior to the date of receipt of the written notice from Merck to the Gatekeeperthis Section 2.5.4(a). If for three (3) subsequent proposed Additional Targets the Gatekeeper notifies Merck that the proposed Additional Target is not Available, and the unavailability for each is by reason of clause (b) above, then Merck shall have the right to conduct an audit, upon reasonable notice during normal business hours and at Merck’s own expense, of Sutro’s internal programs directly related to such Additional Targets (and not any of its programs with, or on behalf of, a Third Party) solely to determine the accuracy of the Gatekeeper’s notification of unavailability for such proposed Additional Targets. All information obtained by Merck in conducting such audit shall be Sutro’s Confidential Information.