Common use of Gatekeeper Clause in Contracts

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. 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.