BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF DELAWARE, USA WITHOUT REFERENCE TO ANY RULES OF CONFLICTS OF LAWS.
EACH OF
THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY FEDERAL COURT OF THE UNITED
STATES OF AMERICA SITTING IN THE STATE OF DELAWARE AND ANY APPELLATE COURT FROM
ANY JURISDICTION THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH
OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
FEDERAL COURT IN DELAWARE.
FOR CLARIFICATION, ANY DISPUTE RELATING TO THE
SCOPE, VALIDITY, ENFORCEABILITY OR INFRINGEMENT OF ANY PATENTS SHALL BE GOVERNED
BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE PATENT LAWS OF THE
APPLICABLE JURISDICTION.
SECTION 12.4
DISPUTE RESOLUTION.
12.4.1
RESOLUTION BY SENIOR REPRESENTATIVES.
THE PARTIES SHALL SEEK TO
SETTLE AMICABLY ANY AND ALL DISPUTES, CONTROVERSIES OR CLAIMS ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT.
ANY DISPUTE BETWEEN THE PARTIES, INCLUDING
ANY FAILURE BY THE JRC TO AGREE, SHALL BE PROMPTLY PRESENTED TO THE *** FOR
RESOLUTION.
IF EITHER PARTY HAS FAILED TO APPOINT ***, OR IF THE *** ARE UNABLE
TO RESOLVE SUCH DISPUTE, SUCH DISPUTE SHALL THEN BE PRESENTED TO THE *** OF BMS
AND THE *** OF PHARMACOPEIA (THE "SENIOR REPRESENTATIVES") FOR RESOLUTION.
SUCH
SENIOR REPRESENTATIVES WILL MEET IN-PERSON OR BY TELECONFERENCE AS SOON AS
REASONABLY POSSIBLE THEREAFTER, AND USE THEIR GOOD FAITH EFFORTS TO MUTUALLY
AGREE UPON THE RESOLUTION OF THE DISPUTE, CONTROVERSY OR CLAIM.
IF THE SENIOR
REPRESENTATIVES ARE NOT ABLE TO RESOLVE SUCH DISPUTE, AND IF THE DISPUTE RELATES
TO (I) *** OR (II) ***.
IF ANY OTHER DISPUTE BETWEEN THE PARTIES (I.E., A
DISPUTE OTHER THAN THOSE DESCRIBED IN (I) AND (II) OF THE PRECEDING SENTENCE
SUCH AS, BUT NOT LIMITED TO, ***, EITHER PARTY MAY REFER SUCH DISPUTE TO BINDING
ARBITRATION TO BE CONDUCTED AS SET FORTH BELOW IN SECTION 12.4.2.
12.4.2
ARBITRATION.
(A)
WITH RESPECT TO ANY DISPUTE AMENABLE TO ARBITRATION UNDER THIS
AGREEMENT AS SET FORTH IN SECTION 12.4.1, A PARTY MAY SUBMIT SUCH DISPUTE TO
ARBITRATION BY NOTIFYING THE OTHER PARTY, IN WRITING, OF
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SUCH DISPUTE.
WITHIN THIRTY (30) DAYS AFTER RECEIPT OF SUCH NOTICE, THE PARTIES
SHALL DESIGNATE IN WRITING A SINGLE ARBITRATOR TO RESOLVE THE DISPUTE; PROVIDED,
HOWEVER, THAT IF THE PARTIES CANNOT AGREE ON AN ARBITRATOR WITHIN SUCH THIRTY
(30) DAY PERIOD, THE ARBITRATOR SHALL BE SELECTED BY THE NEW JERSEY OFFICE OF
THE AMERICAN ARBITRATION ASSOCIATION (THE "AAA") OR, IF SUCH OFFICE DOES NOT
EXIST OR IS UNABLE TO MAKE A SELECTION, BY THE OFFICE OF THE AAA NEAREST TO
PRINCETON, NEW JERSEY.
THE ARBITRATOR SHALL BE A LAWYER KNOWLEDGEABLE AND
EXPERIENCED IN THE APPLICABLE LAWS CONCERNING THE SUBJECT MATTER OF THE
DISPUTE.
IN ANY CASE THE ARBITRATOR SHALL NOT BE AN