TO
INFORM SUCH PARTY OF THE DETAILS OF THE WORK DONE IN THE PERFORMANCE OF THE
RESEARCH PROGRAM.
THE RESULTS, REPORTS, ANALYSES AND OTHER INFORMATION
REGARDING THE RESEARCH PROGRAM DISCLOSED BY ONE PARTY TO THE OTHER PARTY
PURSUANT HERETO MAY BE USED ONLY IN ACCORDANCE WITH THE RIGHTS GRANTED AND OTHER
TERMS AND CONDITIONS UNDER THIS AGREEMENT.
UPON REASONABLE REQUEST BY BMS, ISIS
SHALL PROVIDE BMS WITH ADDITIONAL DATA, RESULTS AND OTHER INFORMATION WITH
RESPECT TO THE WORK PERFORMED BY ISIS IN THE PERFORMANCE OF THE RESEARCH
PROGRAM.
ANY REPORTS REQUIRED UNDER THIS SECTION 3.7 MAY TAKE THE FORM OF AND
BE RECORDED IN MINUTES OF THE JRC THAT WILL CONTAIN COPIES OF ANY SLIDES
RELATING TO THE RESULTS AND PRESENTED TO THE JRC.
IN ADDITION, AT BMS' REQUEST ISIS WILL TRANSFER TO BMS ALL DATA, RESULTS, AND
INFORMATION RELATED TO TESTING AND STUDIES OF THE COMPOUNDS (INCLUDING
ANALYTICAL TEST RESULTS AND NON-CLINICAL PHARMACOLOGY AND SAFETY DATA) IN THE
POSSESSION OF ISIS TO THE EXTENT SUCH DATA, RESULTS AND/OR INFORMATION IS
NECESSARY OR USEFUL FOR THE CONTINUED DEVELOPMENT AND COMMERCIALIZATION OF
PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY AND ALL INFORMATION DIRECTLY RELATING
TO MANUFACTURING METHODS (INCLUDING RELATED ANALYTICAL METHODS) OF THE COMPOUNDS
OR PRODUCTS.
SECTION 3.8
RESEARCH EFFORTS.
EACH PARTY SHALL USE GOOD FAITH
COMMERCIALLY REASONABLE EFFORTS TO PERFORM THE RESEARCH PROGRAM, INCLUDING ITS
RESPONSIBILITIES UNDER THE RESEARCH PLAN.
Throughout the Research Term, Isis shall assign no less than the number of FTE
qualified scientists specified in Section 3.5 to perform the work set forth in
the then-applicable Research Plan.
The mixture of skills and levels of such
FTEs shall be appropriate to the scientific objectives of the Research Program.
No later than 60 days following the end of each Calendar Quarter, during the
Research Term Isis shall report to the JRC a listing of the Isis scientists
comprising such FTEs and their percentage of time devoted to working on the
Research Program.
If BMS has concern regarding any specific scientist assigned
to the Research Program, such concerns shall be communicated to the JRC for its
consideration.
SECTION 3.9
RESPONSIBILITY FOR EXPENSES FOR CONDUCT OF RESEARCH
PROGRAM.
EXCEPT AS SET FORTH IN SECTION 3.5.2 OR SPECIFIED IN THE BUDGET OF THE
RESEARCH PLAN AND AS MAY BE
7
OTHERWISE SPECIFICALLY AGREED TO IN WRITING BY ISIS AND BMS, BMS SHALL NOT BE
RESPONSIBLE FOR REIMBURSING ISIS FOR OTHER COSTS AND EXPENSES.
SECTION 3.10
MATERIALS TRANSFER.
IN ORDER TO FACILITATE THE RESEARCH
PROGRAM, EITHER PARTY MAY PROVIDE TO THE OTHER PARTY CERTAIN MATERIALS FOR USE
BY THE OTHER PARTY IN FURTHERANCE OF THE RESEARCH PROGRAM.
ALL SUCH MATERIALS
SHALL BE USED BY THE RECEIVING PARTY IN ACCORDANCE WITH THE TERMS AND CONDITIONS
OF THIS AGREEMENT SOLELY FOR PURPOSES OF PERFORMING ITS RIGHTS AND OBLIGATIONS
UNDER THIS AGREEMENT, AND THE RECEIVING PARTY SHALL NOT TRANSFER SUCH MATERIALS
TO ANY THIRD PARTY UNLESS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT OR UPON THE
WRITTEN CONSENT OF THE SUPPLYING PARTY.
UPON REQUEST BY BMS