Third Party Gatekeeper definition
Examples of Third Party Gatekeeper in a sentence
However, Century shall promptly notify BMS or the Third Party Gatekeeper, as applicable, in writing if an Excluded Target ceases to be an Excluded Target at any time prior to the end of the Designation Term and, if such notice is provided to the Third Party Gatekeeper, the Third Party Gatekeeper shall promptly provide BMS with written notice thereof.
BMS shall have the right, from time to time during the Term prior to the Replacement Target End Date, by providing written notice of the applicable Target to Avidity (or to the Third Party Gatekeeper pursuant to Section 3.5 (Third Party Gatekeeper Verification of Excluded Target)), to add a Target that is not an Excluded Target to a reserved list (the “Reserved List”); provided that there shall be no more than the Reserved Target Maximum on the Reserved List at any given time.
If the Nominated Target is [***], then such Nominated Target shall be designated as an Additional Gene-Editing Target Verified by the Third Party Gatekeeper in accordance with Section 4.3.2.
Within [***] following the Effective Date, BMS will provide written notice of the applicable Targets to Avidity (or to the Third Party Gatekeeper pursuant to Section 3.5 (Third Party Gatekeeper Verification of Excluded Target)) to designate [***] as Additional Licensed Targets (“Additional Licensed Targets Notification”).
At BMS’s election, BMS may provide the identity of the proposed Reserved Target or proposed Additional Licensed Target (A) to Avidity, or (B) to the Third Party Gatekeeper under the Gatekeeper Agreement so that such Third Party Gatekeeper (rather than Avidity) will make the determination as to whether any such proposed Target is an Excluded Target.
Prior to [***] Avidity shall provide the Third Party Gatekeeper with a confidential written description of such Target (“Avidity Target Notice”).
If such notice from the Third Party Gatekeeper indicates that the Target is on the Reserved List, the Parties will remain subject to all rights and obligations hereunder in connection with such Reserved Target (including exclusivity in accordance with Section 5.7.1 (Avidity Exclusivity)).
The Third Party Gatekeeper shall notify BMS whether such proposed Target is an Excluded Target, in each case without disclosing to BMS, if applicable, the Third Party with which Avidity is working on the Excluded Target or the nature or details of the internal Avidity program or negotiations.
If Nkarta provides notice to CRISPR of a Nominated Target pursuant to Section 4.3.1, then the Parties shall request that the Third Party Gatekeeper Verify that a Nominated Target is not an Excluded Target, to determine whether such Nominated Target may be deemed an Additional Gene-Editing Target.
The Parties will equally share in any fees payable and costs to be reimbursed to the Third Party Gatekeeper, in each case, actually incurred by the Third Party Gatekeeper under this Agreement.