Rights to Backup Compounds Clause Samples

Rights to Backup Compounds. Alder shall keep the JDC informed of its progress under the Backup Program(s) being conducted by Alder pursuant to Section 2.11(b), including by delivering to the JDC (or a subcommittee) the amino acid sequence of particular Backup Compounds, together with the data showing the affinity and activity of such Backup Compounds with respect to [***] ([***] as applicable) and any other data as may be specified in the Research Plan. For any such Backup Program, BMS shall have the first right to select, out of all Backup Compounds identified, discovered and/or optimized under such Backup Program, up to [***] Backup Compounds as Selected LF Backup Compounds. Upon request by BMS, Alder shall transfer to BMS the yeast production strain for each of the Selected LF Backup Compounds. For clarity, the production strains transferred by Alder to BMS under this Section 2.11(c) shall be Alder Materials and shall only be used as permitted under Sections 7.13 and 6.8. After BMS’ selection of no more than [***] Selected LF Backup Compounds, it shall notify Alder 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 Backup Program as Selected Cancer Backup Compounds; provided that in order to exercise such right, Alder shall [***] pursuant to which such Selected Cancer Backup Compounds were generated and for which BMS has reimbursed Alder in accordance with Section 2.11(b). 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 for selection, first by BMS, then by Alder in groups of no more than [***] at a time, as Selected LF Backup Compounds and Selected Cancer Backup Compounds, in the same manner as set forth in the preceding sentence, until no such Backup Compounds remain.