Common use of Gatekeeper Process Clause in Contracts

Gatekeeper Process. (a) MTEM shall from time to time after the Effective Date provide the Gatekeeper with a list of current Targets that MTEM does not wish to make available as Designated Targets or Replacement Targets for any Program (“Excluded Targets”). Excluded Targets include two Target subsets: (i) MTEM’s Excluded Targets, to include MTEM’s initial list of Excluded Targets as set forth on Schedule 1.1.88 attached hereto and MTEM Excluded Targets selected after the Effective Date; and (ii) MTEM Licensee Designated or Licensed Targets. Subject to the foregoing sentence, MTEM’s Excluded Targets not initially included on the list of Excluded Targets provided to the Gatekeeper may be added at such time that MTEM has established a bona fide internal research program with respect to such Target and for which it has a proof of concept data set, including that set forth on Schedule 2.5.4 attached hereto, which data will be provided to the Gatekeeper upon Takeda’s request; and promptly upon execution of a license agreement with a MTEM Licensee whereby MTEM conveys an exclusive option and/or license rights to said Third Party for such Target. If Takeda desires to designate the Program 2 Target or a Replacement Target, Takeda shall provide the Gatekeeper with a confidential written description of such proposed Target (the “Inquiry”), including to the extent available, the Name, Aliases, and UniProt/SwissProt number sequence for such proposed Target. Within five (5) Business Days following the Gatekeeper’s receipt of an Inquiry with respect to a particular proposed Target, MTEM shall ensure that the Gatekeeper shall notify Takeda in writing whether the proposed Target is Available for designation as a Designated Target. The Parties hereby acknowledge and agree that a proposed Target shall be “Available” for designation by Takeda as a Designated Target unless such Target is an Excluded Target [***] the date of Takeda’s Inquiry pursuant to this Section 2.5.4(a). (b) For clarity, in the event that the Gatekeeper notifies Takeda that a proposed Target is not Available pursuant to the procedures set forth in this Section 2.5.4(a), Takeda shall not have exhausted any of its rights to designate Designated Targets (whether for Program 2 Target or as a Replacement Target) hereunder. (c) MTEM shall be solely responsible for the Gatekeeper’s performance of its obligations under this Agreement and MTEM shall be liable for any breach by the Gatekeeper of any such obligation or any error or omission of or by the Gatekeeper in performing such obligations. MTEM shall cause the Gatekeeper to enter into a customary confidentiality agreement that includes confidentiality obligations as least as stringent as the provisions set forth in Section 7.1 and prohibits the Gatekeeper from disclosing to MTEM that Takeda has made any Inquiry or the Target that was the subject of any Inquiry.

Gatekeeper Process. (a) MTEM shall from time to time after the Effective Date provide the Gatekeeper with a list of current Targets that MTEM does not wish to make available as Designated Targets or Replacement Targets for any Program (“Excluded Targets”)2.4.2.1. Excluded Targets include two Target subsets: (i) MTEM’s Excluded Targets, to include MTEM’s initial list of Excluded Targets as set forth on Schedule 1.1.88 attached hereto and MTEM Excluded Targets selected after the Effective Date; and (ii) MTEM Licensee Designated or Licensed Targets. Subject to the foregoing sentence, MTEM’s Excluded Targets not initially included on the list of Excluded Targets provided to the Gatekeeper may be added at such time that MTEM has established a bona fide internal research program with respect to such Target and for which it has a proof of concept data set, including that set forth on Schedule 2.5.4 attached hereto, which data will be provided to the Gatekeeper upon Takeda’s request; and promptly upon execution of a license agreement with a MTEM Licensee whereby MTEM conveys an exclusive option and/or license rights to said Third Party for such Target. If Takeda desires In order to designate the Program 2 an Antigen as a new Designated Target under Section 2.4.1.3, Section 2.4.1.4 or a Replacement TargetSection 2.4.3, Takeda shall Merck will provide the Gatekeeper with a confidential written description of such proposed Target (the “Inquiry”)Antigen, including to the extent available, the Name, Aliases, Name and UniProt/SwissProt number sequence for such proposed TargetAntigen. Within five (5) [***] Business Days following the Gatekeeper’s receipt of an Inquiry such written notice with respect to a particular proposed TargetAntigen, MTEM shall Mersana will ensure that the Gatekeeper shall will notify Takeda Merck in writing whether the proposed Target Antigen is Available for designation as a Designated Target. The Parties hereby acknowledge and agree that a proposed Target shall Antigen will be “Available” for designation by Takeda Merck as a Designated Target unless such Target is an Excluded Target [***] the date of Takeda’s Inquiry pursuant to this Section 2.5.4(a)]. (b) 2.4.2.2. For clarity, in the event that the Gatekeeper notifies Takeda Merck that a proposed Target Antigen is not Available pursuant to the procedures set forth in this Section 2.5.4(a)2.4.2, Takeda shall Merck will not have exhausted any of its rights to designate an Antigen as a new Designated Target hereunder within the applicable designation time period. Should an Antigen proposed by Merck be rejected by the Gatekeeper, the applicable nomination period for such Antigen shall be automatically extended by the time consumed by the unsuccessful nomination process. 2.4.2.3. The Parties acknowledge and agree that, as of the Effective Date, the first and second Designated Targets (whether for Program set forth on Schedule 2.4.1-1 and Schedule 2.4.1-2 Target or as a Replacement Target) hereunder. (c) MTEM shall be solely responsible for are Available, and the Gatekeeper’s performance of its obligations under this Agreement and MTEM shall be liable for any breach by the Gatekeeper of any such obligation or any error or omission of or by the Gatekeeper in performing such obligations. MTEM shall cause the Gatekeeper to enter into a customary confidentiality agreement that includes confidentiality obligations as least as stringent as the provisions procedures set forth in Section 7.1 and prohibits 2.4 will not apply to such Designated Targets, other than with respect to replacement of such Designated Targets in accordance with Section 2.4.3. 2.4.2.4. In the event that the Gatekeeper notifies Merck that a proposed Antigen is Available for designation as a Designated Target in accordance with Section 2.4.2, within [***] Business Days following receipt of such notice, Merck will thereafter notify the Gatekeeper if it wishes to so designate such proposed Antigen (in which case, Merck will also promptly provide notice to Mersana that it has designated an Antigen to be a Designated Target). Upon such designation, Merck will disclose to Mersana the identity of the Designated Target, and the JPT will promptly meet to draft a Research Plan for such Designated Target and will use good faith efforts to agree on such Research Plan. Upon written agreement by the Project Leaders on a proposed Research Plan, such Antigen will be deemed a Designated Target hereunder (if applicable), such proposed Research Plan will be deemed to be a Research Plan hereunder, and the corresponding Research Program will commence. In addition to Section 2.4.4, the Parties agree that from disclosing to MTEM that Takeda has made any Inquiry or receiving the Target that was notification of availability of an Antigen from the subject of any InquiryGatekeeper until its designation as a Designated Target, such Antigen shall not be available for a collaboration between Mersana and a Third Party.

Gatekeeper Process. (a) MTEM shall from time to time after the Effective Date provide the Gatekeeper with a list of current Targets that MTEM does not wish to make available as Designated Targets or Replacement Targets for any Program (“Excluded Targets”)2.4.2.1. Excluded Targets include two Target subsets: (i) MTEM’s Excluded Targets, to include MTEM’s initial list of Excluded Targets as set forth on Schedule 1.1.88 attached hereto and MTEM Excluded Targets selected after the Effective Date; and (ii) MTEM Licensee Designated or Licensed Targets. Subject to the foregoing sentence, MTEM’s Excluded Targets not initially included on the list of Excluded Targets provided to the Gatekeeper may be added at such time that MTEM has established a bona fide internal research program with respect to such Target and for which it has a proof of concept data set, including that set forth on Schedule 2.5.4 attached hereto, which data will be provided to the Gatekeeper upon Takeda’s request; and promptly upon execution of a license agreement with a MTEM Licensee whereby MTEM conveys an exclusive option and/or license rights to said Third Party for such Target. If Takeda desires In order to designate the Program 2 an Antigen as a new Designated Target under Section 2.4.1.3, Section 2.4.1.4 or a Replacement TargetSection 2.4.3, Takeda shall Merck will provide the Gatekeeper with a confidential written description of such proposed Target (the “Inquiry”)Antigen, including to the extent available, the Name, Aliases, Name and UniProt/SwissProt number sequence for such proposed TargetAntigen. Within five (5) [**] Business Days following the Gatekeeper’s receipt of an Inquiry such written notice with respect to a particular proposed TargetAntigen, MTEM shall Mersana will ensure that the Gatekeeper shall will notify Takeda Merck in writing whether the proposed Target Antigen is Available for designation as a Designated Target. The Parties hereby acknowledge and agree that a proposed Target shall Antigen will be “Available” for designation by Takeda Merck as a Designated Target unless such Target is an Excluded Target [***] the date of Takeda’s Inquiry pursuant to this Section 2.5.4(a)]. (b) 2.4.2.2. For clarity, in the event that the Gatekeeper notifies Takeda Merck that a proposed Target Antigen is not Available pursuant to the procedures set forth in this Section 2.5.4(a)2.4.2, Takeda shall Merck will not have exhausted any of its rights to designate an Antigen as a new Designated Target hereunder within the applicable designation time period. Should an Antigen proposed by Merck be rejected by the Gatekeeper, the applicable nomination period for such Antigen shall be automatically extended by the time consumed by the unsuccessful nomination process. 2.4.2.3. The Parties acknowledge and agree that, as of the Effective Date, the first and second Designated Targets (whether for Program set forth on Schedule 2.4.1-1 and Schedule 2.4.1-2 Target or as a Replacement Target) hereunder. (c) MTEM shall be solely responsible for are Available, and the Gatekeeper’s performance of its obligations under this Agreement and MTEM shall be liable for any breach by the Gatekeeper of any such obligation or any error or omission of or by the Gatekeeper in performing such obligations. MTEM shall cause the Gatekeeper to enter into a customary confidentiality agreement that includes confidentiality obligations as least as stringent as the provisions procedures set forth in Section 7.1 and prohibits 2.4 will not apply to such Designated Targets, other than with respect to replacement of such Designated Targets in accordance with Section 2.4.3. 2.4.2.4. In the event that the Gatekeeper notifies Merck that a proposed Antigen is Available for designation as a Designated Target in accordance with Section 2.4.2, within [**] Business Days following receipt of such notice, Merck will thereafter notify the Gatekeeper if it wishes to so designate such proposed Antigen (in which case, Merck will also promptly provide notice to Mersana that it has designated an Antigen to be a Designated Target). Upon such designation, Merck will disclose to ▇▇▇▇▇▇▇ the identity of the Designated Target, and the JPT will promptly meet to draft a Research Plan for such Designated Target and will use good faith efforts to agree on such Research Plan. Upon written agreement by the Project Leaders on a proposed Research Plan, such Antigen will be deemed a Designated Target hereunder (if applicable), such proposed Research Plan will be deemed to be a Research Plan hereunder, and the corresponding Research Program will commence. In addition to Section 2.4.4, the Parties agree that from disclosing to MTEM that Takeda has made any Inquiry or receiving the Target that was notification of availability of an Antigen from the subject of any InquiryGatekeeper until its designation as a Designated Target, such Antigen shall not be available for a collaboration between ▇▇▇▇▇▇▇ and a Third Party.