BMS Optimization Program Clause Samples

BMS Optimization Program. As an alternative or complement to the Optimization Backup Program conducted under Section 2.11(a) through (c), BMS shall have the right to conduct its own optimization program with respect to the Existing ▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇-▇ Compounds identified by Alder through the screening performed under a Discovery Backup Program (i.e., a program to [***] and [***] the amino acid sequence of such IL-6 Compounds) at its sole cost and expense by providing Alder with written notification thereof (the “BMS Optimization Program”). As soon as practicable after Alder receives such notification, the Parties shall agree through the JDC upon a research plan setting forth the activities and timelines for BMS to conduct such optimization program. For the purposes of the conduct of such BMS Optimization Program, Alder shall provide to BMS the amino acid sequences for the Existing IL-6 Compounds (or as applicable, the IL-6 Compounds identified by Alder through the screening performed under a Discovery Backup Program) as requested by BMS, and all available testing data for such IL-6 Compounds. Following its optimization activities, BMS shall provide Alder with the amino acid sequence for the optimized IL-6 Compounds selected by BMS as Selected LF Backup Compounds. BMS shall have the right to select up to [***] such optimized IL-6 Compounds as Selected LF Backup Compounds, for which Alder shall transfer to BMS the yeast production strains that Alder generates. For clarity, the production strains transferred by Alder to BMS under this Section 2.11(f) shall be Alder Materials and shall only be used as permitted under Sections 7.13 and 6.8. BMS shall provide to the JDC the amino acid sequence for all Backup Compounds optimized under such BMS Optimization Program, and Alder shall have the right to select up to [***] Backup Compounds out of the remaining Backup Compounds identified, discovered and/or optimized under such BMS Optimization Program as Selected Cancer Backup Compounds; provided that in order to exercise such right, Alder shall first pay to BMS an amount equal to[***] of [***] incurred by BMS in the performance of the BMS Optimization Program. To the extent there are any remaining Backup Compounds that are not selected as Selected LF Backup Compounds or Selected Cancer Backup Compounds, they shall be available [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UN...