Subsequent Option Payment Sample Clauses

Subsequent Option Payment. [***] following the exercise of the Option by BMS, to the extent that the amount of the Alder Development Costs exceed [***], BMS shall pay to AlderHoldings [***] of such amount in excess of [***]. In the case where the Alder Development Costs exceed [***], AlderHoldings shall provide to BMS written notice of the amount of the Alder Development Costs on or before the Triggering Event. Following such notice, upon request by BMS, AlderHoldings shall promptly provide BMS with copies and/or access to documentation and records supporting the determination of such Alder Development Costs for review by BMS. “Alder Development Costs” means the reasonably documented FTE and direct out-of-pocket Development costs incurred by Alder during the period from the Effective Date to the date of BMS’ exercise of the Option that are directly related or reasonably allocable to the Development of the Cancer Product in the Cancer Field, calculated using the same principles as are used for Cancer Development Costs [***]. Alder shall provide BMS in writing Alder’s good faith estimate of the expected Alder Development Costs based on information then-available to Alder when it provides to BMS the data package referenced in clause (iii) of the Triggering Event definition in Article 1.