Target Gatekeeping and Availability Clause Samples
The "Target Gatekeeping and Availability" clause defines the conditions under which access to a particular target, resource, or service is controlled and made available to parties under the agreement. Typically, this clause outlines the criteria or requirements that must be met before access is granted, such as compliance with certain standards, completion of due diligence, or satisfaction of regulatory obligations. For example, it may specify that a buyer can only access confidential information or a physical site after meeting specific prerequisites. The core function of this clause is to manage and restrict access to sensitive or valuable assets, thereby protecting the interests of the party controlling the target and ensuring that only qualified or authorized parties are granted availability.
Target Gatekeeping and Availability. 3.2.1 Within [***] of the Effective Date of the Agreement, Company shall, at its expense, appoint an outside counsel, reasonably acceptable to Merck, to function as a neutral gatekeeper (“Gatekeeper”) and determine the availability of any Nominated Targets during the Target Selection Period and the Target Substitution Period pursuant to this Section 3.2. Any actual expenses incurred by Company in the gatekeeping process shall be reimbursed by Merck pursuant to Section 6.2.2, subject to the limitations set forth therein. Company shall ensure that the Gatekeeper is responsible for carrying out the procedures set forth in this Section 3.2.
3.2.2 During the Target Selection Period or the Target Substitution Period, as applicable, Merck may elect to undergo the gatekeeping process with a proposed Target by submitting such Target (“Nominated Target”) in writing to the Gatekeeper for the purpose of determining whether Company is able to grant the exclusive licenses under Section 4.1 of this Agreement with respect to such Target (such Target, an “Available Target”) and identifying in such request if (i) Merck intends to designate such Nominated Target as the Second Collaboration Target, (ii) Merck intends to designate such Nominated Target as a potential Collaboration Target and reserve such Target pursuant to Section 3.3, or (iii) Merck intends to replace a Collaboration Target with the Nominated Target pursuant to Section 3.4 (each of (i) – (iii), a “Target Request”) if such Target is an Available Target. The Gatekeeper shall review such request and, if the Target Request was made pursuant to the foregoing clause (i), shall inform both Parties in writing if the Nominated Target is an Available Target and in such case, such Nominated Target shall automatically become the Second Collaboration Target as of the date that Merck receives such written notice (“Second Collaboration Target Effective Date”). If the Nominated Target is an Unavailable Target pursuant to Section 3.2.3, the Gatekeeper shall inform Merck in writing and Merck shall have the right to undergo the gatekeeping process with a different Target up to the end of the Target Selection Period or the Target Substitution Period, as applicable. The identity of any and all Nominated Targets shall be the confidential information of Merck and unless and until the Nominated Target becomes a Collaboration Target pursuant to this Section 3.2.2 or pursuant to any of Sections 3.3.3, 3.3.4, or 3.4.1, the Gatekeeper s...