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.
Appears in 2 contracts
Sources: Strategic Collaboration, Option and License Agreement (Odyssey Therapeutics, Inc.), Strategic Collaboration, Option and License Agreement (Odyssey Therapeutics, Inc.)