Research Program Selection and Transfer Clause Samples

Research Program Selection and Transfer. (i) Within [***] ([***]) Business Days following the distribution of the Company’s assets in accordance with Section 1.2(a) and (b), the non-Initiating Founding Investor will submit a bid, consisting [***] (“First Selection Right Bid”), to the Initiating Founding Investor to obtain the first right to select a Research Program from the most recent Program/Project List with respect to which such Founding Investor desires to acquire exclusive rights; provided, however, that in the event the non-Initiating Founding Investor does not submit such a bid with [***] ([***]) Business Days, the Initiating Founding Investor may assume the rights of the non-Initiating Founding Investor set forth in this Section 1.2(d) with respect to the First Selection Right Bid. The Initiating Founding Investor will have [***] ([***]) Business Days to notify the non-Initiating Founding Investor of its acceptance or rejection of such First Selection Right Bid. (ii) If the Initiating Founding Investor accepts such First Selection Right Bid, (1) The non-Initiating Founding Investor will have the right, upon payment to the Initiating Founding Investor of the [***] set forth in the First Selection Right Bid (which [***] will be due and payable within [***] ([***]) Business Days after acceptance of such bid), to select one Research Program (“Selected Program”). Upon such selection, the non-Initiating Founding Investor will obtain the license set forth in clause (vi) below under Intellectual Property directed to such Selected Program; and. (2) Each of the Founding Investors, starting with the Initiating Founding Investor, will then take turns selecting (by written notice within [***] ([***]) Business Days following the last selection by the other Founding Investor) a Research Program (other than the Selected Program), until all Research Programs on the Program/Project List have been selected by the Founding Investors (and each such selected Research Program is a “Selected Program” hereunder), and each Founding Investor will obtain the rights set forth in clause (vi) below under Intellectual Property directed to the Research Program selected by such Founding Investor. (iii) If the Initiating Founding Investor rejects such First Selection Right Bid, such Founding Investor will submit to the non-Initiating Founding Investor, concurrently with such notice of rejection, a counterbid which is higher than such First Selection Right Bid by at least [***]% or $[***] (whichever is higher). The non-In...