Gatekeeper Responsibilities Clause Samples
Gatekeeper Responsibilities. At any time during the Joint Research Term applicable to any Collaboration Degrader Target Set and until expiration of the Collaboration Degrader Target Set Replacement Term of all applicable Collaboration Degrader Target Sets, and subject to this Section 3.2.2 (Gatekeeper Responsibilities), Seagen shall have the right to notify the Gatekeeper in writing of Degrader Targets that Seagen desires to have reviewed against a list of Excluded Degrader Targets then in effect that shall be maintained by Nurix and made available to the Gatekeeper to determine if such desired Degrader Targets are Available Degrader Targets (such desired Degrader Targets, “Seagen Desired Degrader Targets,” and such notice, a “Degrader Target Screening Notice”) which Degrader Target Screening Notice shall be in form and substance reasonably acceptable to both Parties, including with respect to customary and reasonable confidentiality and non-use obligations. Promptly (but no later than [*] Business Days) after receiving a Degrader Target Screening Notice, the Gatekeeper shall review and compare the Seagen Desired Degrader Targets listed in the Degrader Target Screening Notice against the list of Excluded Degrader Targets then in effect, and shall notify Seagen in writing, no later than [*] Business Days after delivery of the applicable Degrader Target Screening Notice, which, if any, of the Seagen Desired Degrader Targets are Available Degrader Targets (the “Gatekeeper Availability Notice”). The Gatekeeper shall not disclose to any Person (including any employee, agent or representative of Nurix or its Affiliates) other than Seagen the identity of, or any other information with respect to, the Seagen Desired Degrader Targets, including that Seagen has submitted a Degrader Target Screening Notice with respect to any Seagen Desired Degrader Target(s). The Parties acknowledge that the Gatekeeper may be an employee of Nurix and the disclosure by Seagen to such Gatekeeper of the Seagen Desired Degrader Targets shall not be considered a disclosure to Nurix or any Nurix Affiliate under this Section 3.2.2 (Gatekeeper Responsibilities), and further, such Gatekeeper shall at all times be bound by the confidentiality, non-disclosure and non-use obligations hereunder (including this Section 3.2.2 (Gatekeeper Responsibilities)) and in any Degrader Target Screening Notice. For clarity, the Seagen Desired Degrader Targets do not become Collaboration Degrader Targets until the requirements of Section...
Gatekeeper Responsibilities. The Gatekeeper shall maintain a complete and accurate Excluded Target List, including updating the Excluded Target List upon receipt of notice by Nurix under Section 2.5.2 (Excluded Targets List). At any time during the Research Term, Sanofi shall have the right to notify the Gatekeeper in writing of Targets that Sanofi desires to have reviewed as Available Targets against the most recent version of the Excluded Target List (such Targets “Sanofi Desired Targets” and such notice “Target Confirmation Notice”). Promptly (but no later than [*] Business Days) after receiving a Target Confirmation Notice, the Gatekeeper shall review and compare the Sanofi Desired Targets listed in the Target Confirmation Notice and the Excluded Targets List then in effect (including updated Excluded Targets Lists provided by Nurix under Section 2.5.2 (Excluded Targets List )) to identify which Sanofi Desired Targets are Excluded Targets (if any) or Available Targets (if any) and shall notify Sanofi in writing of such review no later than [*] Business Days after delivery of the applicable Target Confirmation Notice. The Gatekeeper shall not disclose to Nurix, any Nurix Affiliate or any Person other than Sanofi of the identity of, or any other information with respect to, the Sanofi Desired Targets.