Common use of Gatekeeper Clause in Contracts

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 Target’s identity and that it is an Available Target and the Parties will proceed with the process set forth in Section 3.3(c)(ii)-(iv) and 3.3(d).

Gatekeeper. In order 3.11.1 Prior to enable Novartis delivery by TScan of any Initial Target(s) to exercise its rights under Amgen, at either Party’s request, the JSC shall discuss whether it is advisable to engage a Gatekeeper (as defined below) for the purposes set forth in this Section 3.3 (Replacement Collaboration Target 3.11, with the Amgen representative(s) having the tie-breaking vote in the event the JSC cannot reach a decision by consensus. If the JSC determines it is advisable to engage a Gatekeeper, TScan will engage an independent Third Party mutually agreeable to the Parties for the purpose of confirming whether a set of Initial Targets and Additional Amgen Amgen Contract No. [**]) 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 Independently Identified Targets overlap (the “Gatekeeper”) ), on terms acceptable to both Parties, including provisions relating to confidentiality. The Parties shall ensure that the Gatekeeper is subject to obligations of confidentiality and non-use of Amgen’s Confidential Information at least as restrictive as those set forth in order to maintain the confidentiality of the identity of Unavailable Targetsthis Agreement. Upon Amgen’s request, Proposed Replacement Targets and Proposed Collaboration Targets. Each of the Parties and the Gatekeeper will enter into a written mutually agreeable three-way agreement with such Gatekeeper with customary terms and conditions that are consistent with this Section 3.5 (governing the role of the Gatekeeper), including appropriate confidentiality obligations. The Parties shall share equally the fees and equal responsibility for all expenses of relating to the Gatekeeper. The ; provided, however, that if such Gatekeeper shall not (a) identify to Schrödinger any information is engaged by ▇▇▇▇▇ as a gatekeeper with respect to inquiries any Third Parties, Amgen, TScan and each such Third Party shall share equally responsibility for expenses related to such Gatekeeper. 3.11.2 Prior to delivery by NovartisTScan of any Initial Target(s) to Amgen, including TScan shall deliver to Amgen and the Gatekeeper written notice of such planned delivery of Initial Targets and, in its notice to the Gatekeeper, TScan shall specify the identity of the applicable Proposed Replacement Target or Proposed Additional Target or (b) provide to Novartis any information regarding any Unavailable proposed Initial 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 such notice, Amgen shall promptly provide the Gatekeeper with an updated a current list of Unavailable Targets in the event of any changes to the list of Targets falling with the list of Unavailable TargetsAmgen Independently Identified Antigens. 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 receipt 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 listlist from Amgen, the Gatekeeper will promptly inform both Parties in writing with a confirmation of such Proposed Replacement Target or Proposed Additional Target’s identity determine and that it provide notice to TScan and Amgen regarding whether there is an Available Target any overlap between the proposed Initial Targets and the Parties will proceed Amgen Independently Identified Antigens. If an Amgen Independently Identified Antigen overlaps with the process set forth in Section 3.3(c)(ii)-(iv) and 3.3(d)an Initial Target, such Amgen Independently Identified Antigen shall not be deemed an Initial Target for purposes of this Agreement.

Gatekeeper. In order to enable Novartis to exercise its rights under Section 3.3 (Replacement Collaboration Target and Additional [***]) , MTEM 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 BMS shall engage a mutually agreed, independent, third-party gatekeeper Third Party (the “Gatekeeper”) in order to maintain for the confidentiality purpose of maintaining a list of Unavailable Targets and confirming whether Targets nominated by BMS are Available or Unavailable. Concurrently with MTEM’s engagement of the identity of Unavailable TargetsGatekeeper, Proposed Replacement Targets and Proposed Collaboration Targets. Each of the Parties will and the Gatekeeper shall enter into a written three-party agreement with such (the “Gatekeeper with customary terms and conditions that are consistent with Agreement”) governing the process of Target selection under this Section 3.5 (Gatekeeper), including appropriate confidentiality obligations. The Parties shall share equally Agreement through the fees and expenses use of the Gatekeeper. The Gatekeeper shall not Agreement will provide that, if BMS wishes to nominate a Target as a Collaboration Target or a Reserved Target (subject to Section 2.3.2), then (a) identify BMS shall provide written notice to Schrödinger any information with respect the Gatekeeper (“Target Nomination Notice”) identifying the proposed Target and indicating whether (i) BMS wishes to inquiries by Novartisselect the proposed Target as [***] Additional Targets [***] or (ii) BMS wishes to designate the proposed Target as [***] Reserved Targets [***], including the identity of the applicable Proposed Replacement Target or Proposed Additional Target or (b) provide the Gatekeeper shall notify MTEM within [***] of receipt of the Target Nomination Notice that BMS has provided such Target Nomination Notice (without identifying the proposed Target to Novartis any information regarding any Unavailable Target. Within MTEM), indicating whether the unidentified proposed Target is to be selected as an Additional Target [***] or designated as a Reserved Target [***] (c) 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 MTEM’s receipt of Schrödinger’s initial list of Unavailable Targets (without identifying any Unavailable Targets). Schrödinger such notice, MTEM shall promptly provide the Gatekeeper with an updated list of Unavailable Targets in as of the event date of such Target Nomination Notice (which updated list shall remove any changes to Target formerly identified as an Unavailable Target that no longer satisfies the list definition of Targets falling with an Unavailable Target), and (d) within [***] after the Gatekeeper’s receipt of MTEM’s updated 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 notify the Parties in writing whether the nominated Target is Available or not Unavailable (a “Target Availability Notice”). If the Proposed Replacement nominated Target or Proposed Additional is Available, the Target nominated by Novartis Availability Notice will include the identity of such Target and (x) if such Target was an Available identified in the Target Nomination Notice as of a Target BMS wished to select [***] of Additional Targets ([***]), such nomination by Novartis and notify Novartis in writing (“Gatekeeper Notice”) whether the applicable Proposed Replacement Target or Proposed Additional shall be designated as a Collaboration 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 Target’s identity and that it is an Available Target under this Agreement and the Parties shall amend Schedule 1.34, effective as of the date of the Target Availability Notice, to include such Target as a Collaboration Target, or (y) if such Target was identified in the Target Nomination Notice as a Target BMS wished to designate as a Reserved Target ([***]), such Target shall be designated a Reserved Target. If the nominated Target is Unavailable, the Target Availability Notice will proceed specify that such Target is Unavailable without disclosing the identity of such Target, and BMS shall have the right to nominate another Target to be an Additional Target ([***]) or a Reserved Target ([***]), as the case may be, in accordance with this Section 2.3. The Parties shall share equally all expenses relating to the process set forth in Section 3.3(c)(ii)-(iv) and 3.3(d)Gatekeeper.