Common use of Alder Backup Programs Clause in Contracts

Alder Backup Programs. If Alder desires to conduct a research program for the discovery, identification and/or optimization of IL-6 Compounds for further development and/or commercialization (in conformance with its rights under this Agreement), Alder shall notify BMS in writing. BMS shall notify Alder in writing within [***] of receiving Alder’s notification whether BMS desires to participate in such research program, and if so, BMS shall be deemed to have requested Alder to initiate a Backup Program under Section 2.11(b), and the provisions of Sections 2.11(a) through (c) above shall apply to such program and to the Backup Compounds discovered, identified and optimized thereunder. If BMS notifies Alder that it is not interested in participating in such research program, or BMS does not provide Alder with any written notification within such [***] period, then Alder shall have the right to conduct such research program independently, at its sole cost and expense. In such case, Alder shall have the first right to select up to [***] Backup Compounds as Selected Cancer Backup Compounds. For clarity, such Selected Cancer Backup Compounds shall be subject to the rights, limitations and obligations set forth in Sections 2.11(c) and 2.11(d) above. After Alder’s first selection of up to [***] Selected Cancer Backup Compounds, BMS shall have the right to select up to [***] Backup Compounds (i.e., which are not Selected Cancer Backup Compounds) as Selected LF Backup Compounds; provided that in order to exercise such right, BMS shall first pay to AlderHoldings an amount equal to [***] of the [***] that Alder has incurred with respect to the program conducted by Alder under this Section 2.11(e) after the initial notification of BMS by Alder as set forth in the first sentence of this Section 2.11(e). To the extent there are any remaining Backup Compounds that are not selected as Selected Cancer Backup Compounds or Selected LF Backup Compounds, they shall be available for selection, first by Alder, then by BMS in groups of no more than [***] at a time, as Selected Cancer Backup Compounds and Selected LF Backup Compounds, in the same manner as set forth in the preceding sentences, until no such Backup Compounds remain.