Common use of Electronic Data Room Clause in Contracts

Electronic Data Room. As of the start of each Research Program Term, on a Research Program-by-Research Program basis, Codiak will host an electronic data room or SharePoint Web site onto which Codiak and its Affiliates will upload certain relevant information and documentation relating to the Research Program (the “Electronic Data Room”). The Electronic Data Room will contain information reasonably calculated to keep Jazz apprised of the progress of the Research Program and will consist of the following: (a) all reports describing material results generated by Codiak or its Affiliates during the Research Program Term, taking into account Codiak’s usual procedures for processing, validating and ensuring quality control of raw research data (with the intention being that any such reports containing processed, validated and quality controlled data will be made available within the Electronic Data Room essentially at the same time as they become available to Codiak or its Affiliates or as soon as possible thereafter), (b) material research protocols, (c) material manufacturing assays and analytics, (d) material agreements with Third Parties relevant to the Research Program (subject to confidentiality provisions therein), and (e) other material information as mutually agreed upon by the Parties. For clarity, raw research data not contained in research reports will not be uploaded into the Electronic Data Room. Jazz and its Affiliates will be entitled, but not required, to upload information or documentation relating to the Research Program to the Electronic Data Room and to download information or documentation uploaded by Codiak or its Affiliates. Unless otherwise agreed, such data room will be fully accessible by Jazz and its Affiliates during the Term. In the event that, during the applicable Research Program Term, Codiak intends to shut down such dataroom for any period of time or permanently, it shall notify Jazz in advance and provide to Jazz and its Affiliates a copy of the contents of the Electronic Data Room prior to shutting down such data room.