Gatekeeper. Subject to the provisions of Section 2.7(b), the inquiries and responses made by one Party to the other in connection with Section 2.4(a) shall be made in writing to the attention of a designated employee of Alnylam mutually agreeable to both Parties (the “Gatekeeper”) who will be bound by confidentiality obligations to both Parties. 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 his or her determination.
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. 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. 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. The Parties will agree on an independent attorney nominated by Xxxxx and reasonably acceptable to Dicerna to act as an information gatekeeper (the “Gatekeeper”) through which Xxxxx may inquire as to whether any Target that Xxxxx 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 Xxxxx 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 Xxxxx from contacting Dicerna directly regarding the availability of Targets or otherwise, to which Dicerna will respond in its discretion or Dicerna from contacting Lilly 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. If either Party desires, at any time following the Effective Date, to make confidential inquiries regarding the availability of Modulator Targets or Antigen Targets (i.e. other than through the process set forth in Section 3.1.3), such Party shall notify the other Party in writing thereof. As soon as reasonably practicable following receipt of such notice, and in any case within [***] following receipt of such notice, BicycleTx shall engage an independent Third Party mutually agreeable to the Parties (the “Gatekeeper”) for the purposes of performing the applicable functions set forth in Section 3.1.2 and Section 3.1.3, including (a) maintaining a list of Unavailable Targets and (b) issue the Target Availability Notice. The [***]. 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 shall be deemed the Confidential Information of BicycleTx, and the identity of the Genentech Reserved Targets (if any), Proposed Targets, and Nominated Targets shall be deemed the Confidential Information of Genentech. Following the appointment of a Gatekeeper, (i) all references in Section 3.1.3 regarding disclosure by one Party to the other Party shall instead be deemed to refer to disclosure to or by the Gatekeeper by or to the applicable Party, mutatis mutandis, and (ii) BicycleTx shall notify the Gatekeeper of the Unavailable Targets promptly, but in no event later than [***]. Upon receipt of such notification, the Gatekeeper shall update the list of Unavailable Targets accordingly.
Gatekeeper. Credits incurred and paid to a FCM acting as Gatekeeper shall be shared equally between the Union and the Company. A maximum of two (2) days shall be allocated to the Gatekeeper each calendar month. Such days shall be credited at minimum daily credit. Such credits shall appear on the FCMs monthly schedule as "GKPR". Additional credits may be allocated if mutually agreed upon by the Company and the Gatekeeper. It is the Gatekeeper's responsibility to advise Crew Planning of the requested days allocated for the purpose of his duties. FDM meetings shall occur on dates that are mutually agreed upon by the Safety Department and the Gatekeeper. Accrued credits allocated to the Gatekeeper shall be reconciled at the end of each calendar year for the purpose of sharing the expense equally between the Company and the Union. If for any reason the Gatekeeper must dedicate time exceeding two (2) days in a calendar month, he shall be credited at minimum daily credit for each additional day or portion thereof. If the Sunwing fleet expands beyond thirty (30) aircraft during the winter season, the Union and Company will discuss additional credit requirements for gatekeeping purposes. In the event the work load increases to a level that the current Gatekeeper requires assistants, the Union and Company will discuss the requirements for an additional Gatekeeper/keepers to assist in the duties.
Appendix A This section pertains to the selection of persons and services that will provide and facilitate the collection of data and analysis for the Company’s FDM. The Union reserves the right to question and examine any service provider which collects or has the ability to examine identified data. This examination will be to ensure that standards of security and privacy are maintained to satisfaction. The service provider shall store all information received in the FDM Program in a room with high security access control. Service Providers will provide satisfactory assurances that data is released only to the Company through the Flight Data Manager and Event review team. Data shall be de-identified within the time frames as specified. Members of the Union executive or their delegates may be assigned to tour or examine the facilities, security process, data storage, and de-identification system. The Union agrees to a preliminary period of thirty (30) days for the retention of identified data. Upon signing a proper FDM system contract the Company’s FDM manager and Gatekeeper will agree ...
Gatekeeper. The Parties have agreed to use an independent attorney to act as an information gatekeeper (the “Gatekeeper”) through which Novo may directly inquire as to whether any Target that Novo intends to designate as a Collaboration Target (whether pursuant to Section 2.1 or Section 2.4) is a Blocked Target at that time; Dicerna may inquire as to whether any Hepatocyte Target is available to be a Dicerna Reserved Orphan Liver Target or a Blocked Target pursuant to Section 1.18(iv) and Dicerna’s third party partners (i.e., Alexion, Lilly, Roche and BI) may inquire as to whether any Target is available to be designated as a Blocked Target at that time. Dicerna and Novo 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 10 and prohibits the Gatekeeper from disclosing to Novo the Blocked Targets List or from disclosing to either Dicerna or Novo the identity of a Target that was the subject of any inquiry by the other Party. Nothing in this Section 2.4.1 will preclude Novo from contacting Dicerna directly regarding the availability of Targets or otherwise, to which Dicerna will respond in its discretion, or preclude Dicerna from contacting Novo directly regarding whether a particular Target is a Collaboration 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. As of the Effective Date, the Gatekeeper has confirmed and reserved certain Pre-Reserved Targets for designation as Collaboration Targets hereunder.
Gatekeeper. 3.7.1 Mersana shall be solely responsible for the Gatekeeper’s performance of its obligations under this Agreement and Mersana 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 related to (i) the correct assessment and reservation of each Proposed Antigen, Proposed Target or Proposed Substitute Target as set forth in Sections 3.1 through 3.3; (ii) adherence to the timelines set forth in Section 3.1.2(b), and (iii) Gatekeeper’s confidentiality obligations as set forth in the three-way confidentiality agreement described in Section 3.7.2.
3.7.2 Mersana shall ensure that (a) a Gatekeeper (such Gatekeeper not to be a director, officer or employee of either Party or its Affiliates) has been appointed to perform the activities under this Agreement applicable to the Gatekeeper, at all times during the period starting from the Effective Date until the exercise or expiration of each Target Selection Right or Target Substitution Right under this Agreement, and (b) at all times during such period, Mersana and such then-current Gatekeeper are parties to a three-way confidentiality agreement with Xxxxxxx, which includes terms which prohibit the Gatekeeper from disclosing to Mersana any Proposed Antigen, Proposed Target or Proposed Substitute Target in a Proposed Antigen Notice, Proposed Target Notice or Proposed Substitution Notice from Xxxxxxx.
3.7.3 Where this Agreement refers to an action or obligation to be undertaken by the Gatekeeper, Mersana will cause the Gatekeeper, during the Term, to undertake such obligations or other actions, and Mersana will be responsible and liable for any acts or omissions by the Gatekeeper.
