Gatekeeper Sample Clauses

Gatekeeper. The inquiries and responses made by one Party to the other in connection with Sections 2.1 and 3.1(e)(ii) through (iii) shall be made in writing to the attention of an independent attorney registered to practice before the United States Patent and Trademark Office mutually agreeable to both Parties (the "Gatekeeper") who will be bound by confidentiality obligations to both Parties. The Gatekeeper's responsibility shall be to ensure that each Party complies on an ongoing basis with the terms and conditions of Sections 2.1 and 3.1(e)(ii) through (iii). Each Party agrees to provide the Gatekeeper with full and complete copies of all records and information (including un-redacted copies of the relevant Third Party agreements) that are necessary for the Gatekeeper to render its determination. In the event that the Gatekeeper determines that, in connection with an inquiry or response made by either Party in connection with Sections 2.1 or 3.1(e)(ii) through (iii), such Party may not have complied with the provisions of one or more of those Sections, the Gatekeeper shall issue a written report to both Parties stating with specificity such actual or suspected non-compliance, and each Party hereby consents to the disclosure to the other Party of any confidential information included in such report (provided that such information shall be treated by the Parties' as Confidential Information pursuant to Article V). The Parties shall share equally the fees, costs and expenses of the Gatekeeper's appointment.

Gatekeeper. The Parties will agree on an independent attorney nominated by Ablynx and reasonably acceptable to Sanofi to act as an information “gatekeeper” (the “Gatekeeper”) through which Sanofi may inquire (which inquiry may be done via email or an internationally recognized overnight courier) as to whether any Single Target or Target Combination that Sanofi intends to designate as a Sanofi Target (whether pursuant to Section 2.4.1 or 2.4.2) is a Blocked Target (an “Inquiry”), provided that, if the Gatekeeper informs Sanofi in response to an Inquiry that the subject Single Target or Target Combination is a Blocked Target, such Inquiry will not be deemed an Inquiry for purposes of applying those limitations set forth in Section 2.5.5. [...***...

Gatekeeper. [***], MTEM and BMS shall engage a Third Party (the “Gatekeeper”) for the 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 Gatekeeper, the Parties and the Gatekeeper shall enter into a three-party agreement (the “Gatekeeper Agreement”) governing the process of Target selection under this Agreement through the use of the Gatekeeper. The Gatekeeper 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) BMS shall provide written notice to the Gatekeeper (“Target Nomination Notice”) identifying the proposed Target and indicating whether (i) BMS wishes to select the proposed Target as [***] Additional Targets [***] or (ii) BMS wishes to designate the proposed Target as [***] Reserved Targets [***], (b) 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 MTEM), indicating whether the unidentified proposed Target is to be selected as an Additional Target [***] or designated as a Reserved Target [***] (c) within [***] after MTEM’s receipt of such notice, MTEM shall provide the Gatekeeper with an updated list of Unavailable Targets as of the date of such Target Nomination Notice (which updated list shall remove any Target formerly identified as an Unavailable Target that no longer satisfies the definition of an Unavailable Target), and (d) within [***] after the Gatekeeper’s receipt of MTEM’s updated list of Unavailable Targets, the Gatekeeper shall notify the Parties in writing whether the nominated Target is Available or Unavailable (a “Target Availability Notice”). If the nominated Target is Available, the Target Availability Notice will include the identity of such Target and (x) if such Target was identified in the Target Nomination Notice as a Target BMS wished to select [***] Additional Targets ([***]), such Target shall be designated as a Collaboration 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. ...

Gatekeeper. To ensure that Sanofi can Exploit the Adjuvant under the Adjuvant License while allowing Novavax to continue to Exploit the Adjuvant by itself or with Third Parties, with respect to any pharmaceutical product that contains (a) the Adjuvant and (b) one or more active pharmaceutical ingredients (a “Proposed Adjuvanted Product”) that Sanofi wishes to Develop or Commercialize, prior to conducting any Development activities with respect to any such Proposed Adjuvanted Product in a given Field that has not already been confirmed to be included in the Adjuvant Field, Sanofi must, in accordance with the procedures in Section 2.4.3 (Procedures), confirm that such Field is not Unavailable and therefore included in the Adjuvant Field.

Gatekeeper. Within [***] days after the Effective Date, Caribou shall engage an independent Third Party mutually agreeable to the Parties (the “Gatekeeper”) for the purposes of performing the applicable functions set forth in Sections 3.2.4, 3.2.5, and 3.2.6, including (a) maintaining, in accordance with Section 3.2.4, a list of Targets that are not available for nomination by AbbVie under this Agreement (“Unavailable Targets”) and (b) confirming whether Proposed Targets and Nominated Targets are on the list of Unavailable Targets. [***] Such engagement shall be on terms consistent with this Agreement and mutually agreeable to the Parties, including provisions relating to confidentiality. The identity of the Unavailable Targets is deemed to be the Confidential Information of Caribou and the identity of the Reserved Targets, Proposed Targets, and Nominated Targets is deemed to be the Confidential Information of AbbVie.

Gatekeeper. If ▇▇▇▇▇▇▇ would like to use a gatekeeper to inquire whether ▇▇▇▇▇▇▇ may replace a given Elected Target with another Target in accordance with Section 2.4.2 (the “Gatekeeper”), the Parties will mutually agree upon the Gatekeeper. [***] the Parties may replace the Gatekeeper from time to time upon mutual written agreement of the Parties. Upon selection of the Gatekeeper, the Parties and the Gatekeeper will enter into a customary gatekeeping agreement that includes confidentiality and non-use obligations that are substantially similar to those hereunder and that prohibits the Gatekeeper from disclosing to Odyssey the identity of any Proposed Target or from disclosing to Janssen the identify of any Targets that are not Available Targets, except, in each case, as otherwise permitted herein. For clarity, the identity of any Proposed Target as a proposed Target under this Agreement will be ▇▇▇▇▇▇▇’▇ Confidential Information upon disclosure to Odyssey pursuant to Section 2.4.2. Other provisions of such gatekeeping agreement will be mutually agreed to by the Gatekeeper and each of the Parties.

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 ▇▇▇▇▇ 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. Principal

Gatekeeper. Medical detoxification Participants will be given priority for these beds. Participants who 4 have received social model detoxification services at a county-contracted facility may also be 5 considered. In the eventuality no qualified medical or social model detoxification Participants are 7 C ONTRACTOR’s waitlist if approved by ADASADMINISTRATOR Gatekeeper. CONTRACTOR 8 shall reserve two (2) coordinate with COUNTY to determine the number of designated beds at the 9 facility. for Participants transferring from a detox service provider. Designated bed Participants are not 10 required to follow the admission criteria established below. Designated bed Participants will receive the 11 same services as set forth under Subparagraph VI.EI.C.1. of this Exhibit AD to the Agreement.