Common use of Gatekeeper Clause in Contracts

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. [...***...