Common use of Gatekeeper Clause in Contracts

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. If the nominated Target is Unavailable, the Target Availability Notice will specify that such Target is Unavailable without disclosing the identity of such Target, and BMS shall have the right to nominate another Target to be an Additional Target ([***]) or a Reserved Target ([***]), as the case may be, in accordance with this Section 2.3. The Parties shall share equally all expenses relating to the Gatekeeper.

Gatekeeper. 3.11.1 Prior to delivery by TScan of any Initial Target(s) to Amgen, at either Party’s request, the JSC shall discuss whether it is advisable to engage a Gatekeeper (as defined below) for the purposes set forth in this Section 3.11, with the Amgen representative(s) having the tie-breaking vote in the event the JSC cannot reach a decision by consensus. If the JSC determines it is advisable to engage a Gatekeeper, TScan will engage an independent Third Party mutually agreeable to the Parties for the purpose of confirming whether a set of Initial Targets and Amgen Amgen Contract No. [***], MTEM and BMS shall engage a Third Party ] Independently Identified Targets overlap (the “Gatekeeper”) for ), on terms acceptable to both Parties, including provisions relating to confidentiality. The Parties shall ensure that the purpose Gatekeeper is subject to obligations of maintaining a list confidentiality and non-use of Unavailable Targets and confirming whether Targets nominated by BMS are Available or UnavailableAmgen’s Confidential Information at least as restrictive as those set forth in this Agreement. Concurrently with MTEMUpon Amgen’s engagement of the Gatekeeperrequest, the Parties and the Gatekeeper shall will enter into a mutually agreeable three-party way agreement (the “Gatekeeper Agreement”) governing the process of Target selection under this Agreement through the use role of the Gatekeeper. The Parties shall share equal responsibility for all expenses relating to the Gatekeeper; provided, however, that if such Gatekeeper Agreement will provide that, if BMS wishes to nominate a Target is engaged by ▇▇▇▇▇ as a Collaboration Target or a Reserved Target (subject gatekeeper with respect to Section 2.3.2)any Third Parties, then (aAmgen, TScan and each such Third Party shall share equally responsibility for expenses related to such Gatekeeper. 3.11.2 Prior to delivery by TScan of any Initial Target(s) BMS to Amgen, TScan shall provide deliver to Amgen and the Gatekeeper written notice of such planned delivery of Initial Targets and, in its notice to the Gatekeeper (“Target Nomination Notice”) identifying Gatekeeper, TScan shall specify the identity of 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 Initial Target. Within [***] of receipt of such notice, Amgen shall provide 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 Gatekeeper with a current list of Amgen Independently Identified Antigens. Within [***] or designated as a Reserved Target [***] (c) within [***] after MTEM’s of 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 Targetsfrom Amgen, the Gatekeeper shall notify will determine and provide notice to TScan and Amgen regarding whether there is any overlap between the Parties in writing whether proposed Initial Targets and the nominated Target is Available or Unavailable (a “Target Availability Notice”)Amgen Independently Identified Antigens. 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 ([***])an Amgen Independently Identified Antigen overlaps with an Initial Target, such Amgen Independently Identified Antigen shall not be deemed an Initial Target shall be designated as a Collaboration Target under for purposes of 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. If the nominated Target is Unavailable, the Target Availability Notice will specify that such Target is Unavailable without disclosing the identity of such Target, and BMS shall have the right to nominate another Target to be an Additional Target ([***]) or a Reserved Target ([***]), as the case may be, in accordance with this Section 2.3. The Parties shall share equally all expenses relating to the GatekeeperAgreement.

Gatekeeper. In order to enable Novartis to exercise its rights under Section 3.3 (Replacement Collaboration Target and Additional [**]) and Section 3.4 (Additional Collaboration Target), Schrӧdinger shall maintain an up-to-date list of Targets that are Unavailable (“Unavailable Targets”) and shall promptly provide such list and any updates thereto to the Gatekeeper. Within [*]*] after the Effective Date, MTEM and BMS the Parties shall engage a Third Party mutually agreed, independent, third-party gatekeeper (the “Gatekeeper”) for in order to maintain the purpose confidentiality of maintaining a list the identity of Unavailable Targets, Proposed Replacement Targets and confirming whether Targets nominated by BMS are Available or UnavailableProposed Collaboration Targets. Concurrently with MTEM’s engagement Each of the Gatekeeper, the Parties and the Gatekeeper shall will enter into a three-party written agreement with such Gatekeeper with customary terms and conditions that are consistent with this Section 3.5 (Gatekeeper), including appropriate confidentiality obligations. The Parties shall share equally the “Gatekeeper Agreement”) governing the process of Target selection under this Agreement through the use fees and expenses 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 shall not (a) BMS shall provide written notice identify to Schrödinger any information with respect to inquiries by Novartis, including the Gatekeeper (“identity of the applicable Proposed Replacement Target Nomination Notice”) identifying the proposed or Proposed Additional 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 provide to Novartis any information regarding any Unavailable Target. 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 the date of the engagement of the Gatekeeper, ▇▇▇▇▇▇▇▇▇▇▇ shall deliver to the Gatekeeper in writing an initial list of Unavailable Targets. The Gatekeeper shall promptly confirm in writing to Novartis that it is in receipt of such notice, MTEM Schrödinger’s initial list of Unavailable Targets (without identifying any Unavailable Targets). Schrödinger shall promptly provide the Gatekeeper with an updated list of Unavailable Targets as in the event of any changes to the date list of such Target Nomination Notice (which updated Targets falling with the list shall remove any Target formerly identified as an of Unavailable Target that no longer satisfies the definition of an Unavailable Target), and (d) within Targets. Within [***] after the following Gatekeeper’s receipt of MTEM’s updated list of Unavailable Targetsa Proposed Replacement Target Notice or Proposed Additional Target from Novartis, the Gatekeeper shall determine whether or not the Proposed Replacement Target or Proposed Additional Target nominated by Novartis was an Available Target as of [**] of such nomination by Novartis and notify Novartis in writing (“Gatekeeper Notice”) whether the applicable Proposed Replacement Target or Proposed Additional Target is or is not on the Unavailable Target list. If such Proposed Replacement Target or Proposed Additional Target is not on the Unavailable Target list, the Gatekeeper will promptly inform both Parties in writing whether the nominated Target is Available or Unavailable (with a “Target Availability Notice”). If the nominated Target is Available, the Target Availability Notice will include the identity confirmation of such Proposed Replacement Target or Proposed Additional Target’s identity and (x) if such that it is an Available 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 will proceed with the date of the Target Availability Notice, to include such Target as a Collaboration Target, or (yprocess set forth in Section 3.3(c)(ii)-(iv) if such Target was identified in the Target Nomination Notice as a Target BMS wished to designate as a Reserved Target ([***]and 3.3(d), such Target shall be designated a Reserved Target. If the nominated Target is Unavailable, the Target Availability Notice will specify that such Target is Unavailable without disclosing the identity of such Target, and BMS shall have the right to nominate another Target to be an Additional Target ([***]) or a Reserved Target ([***]), as the case may be, in accordance with this Section 2.3. The Parties shall share equally all expenses relating to the Gatekeeper.