SECTION 3.11 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.
UPON DIRECTION OF THE JRC, THE PARTIES WILL
SETUP AND MAINTAIN A SECURE ELECTRONIC DATA STORAGE SYSTEM WHERE THE RESEARCH
RESULTS WILL BE UPLOADED AND STORED BY EACH PARTY, THE ELECTRONIC DATA STORAGE
SYSTEM WILL ACCESSIBLE ONLY BY THE PARTIES (AND ANY SUBCONTRACTORS AS
APPROPRIATE).
ARTICLE 4 -
DEVELOPMENT, COMMERCIALIZATION & MANUFACTURING
SECTION 4.1
DEVELOPMENT, COMMERCIALIZATION AND
REGULATORY RESPONSIBILITIES.
OTHER THAN PHARMACOPEIA'S RESPONSIBILITIES UNDER
THE RESEARCH PROGRAM, BMS SHALL HAVE SOLE RESPONSIBILITY (INCLUDING WITHOUT
LIMITATION SOLE RESPONSIBILITY FOR ALL FUNDING, RESOURCING AND DECISION-MAKING)
FOR ALL FURTHER DEVELOPMENT AND COMMERCIALIZATION WITH RESPECT TO THE BMS
COMPOUNDS, RESEARCH COMPOUNDS AND PRODUCTS INCORPORATING A BMS COMPOUND OR
RESEARCH COMPOUND.
BMS WILL BE SOLELY RESPONSIBLE FOR, AND WILL SOLELY OWN, ALL
REGULATORY FILINGS RELATED TO BMS COMPOUNDS, RESEARCH COMPOUNDS AND PRODUCTS
INCORPORATING A BMS COMPOUND OR RESEARCH COMPOUND.
ARTICLE 5 -
FINANCIAL PROVISIONS
SECTION 5.1
MILESTONE PAYMENTS BY BMS.
PROVIDED THAT (I) *** AND (II) ***, IN THE EVENT THAT ***.
FURTHERMORE, IF THE
***.
IT IS UNDERSTOOD AND AGREED THAT BMS SHALL NOT BE REQUIRED TO PAY MORE
THAN ONE SET OF MILESTONE PAYMENTS AS DESCRIBED IN THIS SECTION.
14
ARTICLE 6 -
PRESS RELEASES & PUBLICATIONS
SECTION 6.1
PRESS RELEASES; PUBLIC DISCLOSURE.
6.1.1
ANY PRESS RELEASES OR OTHER PUBLIC STATEMENTS
REGARDING THIS AGREEMENT WILL BE MADE SOLELY PURSUANT TO SECTION 15.9 OF THE
LICENSE AGREEMENT AND, EXCEPT AS SET FORTH IN SECTION 15.9 OF THE LICENSE
AGREEMENT, EACH PARTY AGREES NOT TO ISSUE ANY PRESS RELEASE OR OTHER PUBLIC
STATEMENT DISCLOSING OTHER INFORMATION RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY.
SECTION 6.2
PUBLICATION OF RESEARCH RESULTS.
6.2.1
PUBLICATION BY PHARMACOPEIA.
PHARMACOPEIA SHALL NOT
PUBLISH, PRESENT OR OTHERWISE DISCLOSE TO THE PUBLIC THE RESEARCH RESULTS OR ANY
INFORMATION RELATED TO THE RESEARCH PROGRAM, INCLUDING, BUT NOT LIMITED TO ANY
INFORMATION RELATED TO THE BMS COMPOUNDS, RESEARCH COMPOUNDS, STRATEGY,
SCREENING TIER, AND NOVEL ASSAYS.
6.2.2
PUBLICATION BY BMS.
BMS WILL HAVE THE SOLE AND
EXCLUSIVE RIGHT TO PUBLISH THE RESEARCH RESULTS, AND ALL INFORMATION RELATED TO
THE BMS COMPOUNDS AND RESEARCH COMPOUNDS.
NOTWITHSTANDING THE FOREGOING, BMS
WILL NOT PUBLISH ANY CONFIDENTIAL INFORMATION OF PHARMACOPEIA, AND WILL NOT USE
THE NAME OF PHARMACOPEIA (OR ANY OF ITS DIRECTORS, EMPLOYEES, OR AFFILIATES) IN
ANY SUCH PUBLICATION WITHOUT THE EXPRESS WRITTEN CONSENT OF PHARMACOPEIA.
6.2.3
FOR CLARIFICATION, THIS SECTION 6.2 SHALL NOT APPLY
WITH RESPECT TO THE USE AND DISCLOSURE OF CONFIDENTIAL INFORMATION AS
SPECIFICALLY PROVIDED FOR IN SECTION 6.1 OR ARTICLE 7 (I.E., A DISCLOSURE
EXPRESSLY PERMITTED AND MADE IN ACCORDANCE WITH SECTION 6.1 OR ARTICLE 7).
ARTICLE 7 -
CONFIDENTIALITY
SECTION 7.1
DISCLOSURE AND USE RESTRICTION.
EACH PARTY AGREES THAT, FOR SO LONG AS THIS AGREEMENT IS IN EFFECT AND FOR A
PERIOD OF *** (***) YEARS THEREAFTER, A PARTY (THE "RECEIVING