UNTIL THE EARLIER OF (I) THE EXPIRATION OF THE
THREE (3) YEAR PERIOD FOLLOWING AN INITIATION DATE (THE "INITIATION DATE") TO BE
AGREED UPON BY THE PARTIES (SUCH INITIATION DATE NOT TO BE LATER THAN JANUARY 1,
2008), OR (II) THE JRC'S DETERMINATION THAT THE RESEARCH PROGRAM HAS
SUCCESSFULLY MET THE OBJECTIVE (THE "RESEARCH TERM").
3.2.2
IN THE EVENT THAT
THE JRC DETERMINES THAT (X) THE
RESEARCH PROGRAM HAS FAILED TO MEET THE OBJECTIVE OR (Y) THAT THE RESEARCH
PROGRAM CANNOT OR SHOULD NOT BE FURTHER PROGRESSED, AND BMS HAS SUBSTITUTED A
NEW RESEARCH PROGRAM INTO THE DISCOVERY COLLABORATION PURSUANT TO SECTION 3.1.3,
SUCH NEW RESEARCH PROGRAM SHALL CONTINUE FOR THE UNEXPIRED REMAINDER OF THE
ORIGINAL THREE (3) YEARS FROM THE INITIATION DATE.
BMS WILL NOT BE REQUIRED TO
PAY ANY ADDITIONAL CONSIDERATION TO PHARMACOPEIA FOR ANY SUCH REMAINDER OF THE
RESEARCH TERM.
3.2.3
BMS SHALL HAVE THE RIGHT TO EXTEND THE RESEARCH TERM
FOR UP TO ONE YEAR BEYOND THE EXPIRATION OF THE ORIGINAL THREE (3) YEAR TERM
(THE "EXTENDED RESEARCH TERM") BY (I) PROVIDING WRITTEN NOTICE TO PHARMACOPEIA
OF BMS'S DESIRE TO SO EXTEND AT LEAST ONE HUNDRED TWENTY (120) DAYS BEFORE THE
EXPIRATION OF THE ORIGINAL THREE (3) YEAR TERM AND (II) PAYING PHARMACOPEIA'S
FTE RATE FOR ALL PHARMACOPEIA RESEARCH PERSONNEL DURING THE EXTENDED RESEARCH
TERM FOR ACTIVITIES CONDUCTED UNDER THE RESEARCH PROGRAM, PURSUANT TO SECTIONS
3.7.1(B) AND 3.7.3(B)(II).
SECTION 3.3
JOINT RESEARCH COMMITTEE.
3.3.1
FORMATION AND PURPOSE.
THE PARTIES WILL ESTABLISH AND
MAINTAIN A JOINT RESEARCH COMMITTEE (THE "JOINT RESEARCH COMMITTEE" OR "JRC"),
WHICH SHALL OVERSEE THE ACTIVITIES OF THE PARTIES UNDER THE RESEARCH PROGRAM AND
PROGRESS TOWARDS MEETING THE OBJECTIVE.
THE JRC SHALL HAVE THE MEMBERSHIP AND
SHALL OPERATE BY THE PROCEDURES SET FORTH IN THIS SECTION 3.3.
THE JRC SHALL
BE DISSOLVED AT THE END OF THE RESEARCH TERM UNLESS OTHERWISE AGREED TO BY THE
PARTIES.
3.3.2
SPECIFIC RESPONSIBILITIES OF THE JRC.
IN ADDITION TO
ITS OVERALL RESPONSIBILITY FOR THE RESEARCH PROGRAM, THE JRC SHALL, IN
PARTICULAR, DURING THE RESEARCH TERM (INCLUDING ANY EXTENDED RESEARCH TERM):
(I)
OVERSEE THE ACTIVITIES OF THE WORKING GROUP;
(II)
RESOLVE ANY DISPUTES OR DISAGREEMENTS RELATING TO THE RESEARCH PROGRAM
THAT ARE SUBMITTED TO IT BY THE WORKING GROUP OR A PARTY;
(III)
MODIFY THE RESEARCH PLAN AS NECESSARY, BUT IN NO EVENT SHALL SUCH
MODIFICATION INCREASE THE *** OR BE CONTRARY TO THE INTENT AND PURPOSE OF THIS
AGREEMENT;
(IV)
DETERMINE THE STATUS OF THE RESEARCH PROGRAM TO MEET THE OBJECTIVE,
INCLUDING DETERMINATION OF SUCCESS, FAILURE AND WHETHER THE RESEARCH PROGRAM
CANNOT, OR SHOULD NOT, BE FURTHER PROGRESSED; IN DETERMINING WHETHER THE
RESEARCH PROGRAM CAN, OR SHOULD, BE FURTHER PROGRESSED, THE JRC MAY CONSIDER
FACTORS SUCH AS COMMERCIAL FACTORS AND RISKS RELATED TO THE RESEARCH TARGET AND
SAFETY CONCERNS AMONG OTHERS;
AND
(V)
REVIEW OF PROGRAM INVENTIONS AND THE FILING OF PROGRAM PATENTS.
OTHER THAN THE OBLIGATIONS UNDER (I), (II) AND (IV) ABOVE, THE JRC MAY DELEGATE
ITS OBLIGATIONS UNDER THIS AGREEMENT TO THE WORKING GROUP OR ANY