CONSULT WITH BMS AT ALL TIMES TO ASSURE THAT SUCH PATENT
APPLICATION(S) COVER ALL ITEMS OF COMMERCIAL INTEREST AND IMPORTANCE.
WITH
RESPECT TO ALL REASONABLE DOCUMENTED ATTORNEYS' FEES AND OTHER OUT-OF-POCKET
COSTS PAID BY PHARMACOPEIA IN CONNECTION WITH THE PREPARATION, FILING,
PROSECUTION, AND MAINTENANCE BY PHARMACOPEIA OF
SAID PHARMACOPEIA PROGRAM
PATENT FOR THOSE COUNTRIES AS TO WHICH BMS HAS SPECIFICALLY DIRECTED THAT A
PATENT APPLICATION BE FILED (THE "COSTS"), UNTIL SUCH TIME AS BMS NOTIFIES
PHARMACOPEIA THAT IT IS NO LONGER WILLING TO COVER SUCH COSTS AS
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TO ANY COUNTRY(IES) AND/OR PATENT APPLICATION(S), BMS SHALL REIMBURSE
PHARMACOPEIA FOR *** OF SUCH COSTS (IT BEING UNDERSTOOD THAT, AS OF SUCH TIME AS
BMS NOTIFIES PHARMACOPEIA THAT BMS IS NO LONGER WILLING TO COVER SUCH COSTS AS
TO ANY COUNTRY(IES) AND/OR PATENT APPLICATION(S), PHARMACOPEIA SHALL BE FREE TO
DISCONTINUE PROSECUTION OF, OR OTHERWISE ABANDON, SUCH COUNTRY(IES) AND/OR
PATENT APPLICATION(S) WITHOUT FURTHER NOTICE OR OBLIGATION TO BMS).
IN THE
EVENT THAT PHARMACOPEIA DOES NOT WANT TO FILE A PARTICULAR PATENT APPLICATION
COVERING A PROGRAM INVENTION WHICH IS A PHARMACOPEIA INVENTION, OR TO CONTINUE
THE PROSECUTION, MAINTENANCE OR DEFENSE OF A PARTICULAR PHARMACOPEIA PROGRAM
PATENT WHICH IS LICENSED TO BMS PURSUANT TO ARTICLE 2, PHARMACOPEIA SHALL SO
NOTIFY BMS, AND IF BMS WANTS TO FILE SUCH PATENT APPLICATION OR CONTINUE THE
PROSECUTION OR MAINTENANCE OF SUCH PATENT, PHARMACOPEIA SHALL ASSIGN SUCH PATENT
TO BMS AND BMS MAY PROSECUTE AND MAINTAIN SUCH PATENT AT ITS SOLE DISCRETION AND
EXPENSE.
8.2.3
FILING, PROSECUTION AND MAINTENANCE OF JOINT
PATENTS.
FOR JOINT PATENTS (OTHER THAN THOSE ASSIGNED TO BMS PURSUANT TO
SECTION 2.1), PHARMACOPEIA AND BMS AGREE TO MEET AND CONFER IN ORDER TO DISCUSS
WHETHER, AND IN WHAT COUNTRIES, JOINT PATENTS SHOULD BE FILED.
UNLESS THE
PARTIES AGREE OTHERWISE, BMS SHALL HANDLE THE PREPARATION, FILING, PROSECUTION
AND MAINTENANCE OF SUCH JOINT PATENTS, AND BMS MAY ELECT TO USE EITHER ITS
IN-HOUSE PATENT COUNSEL OR EXTERNAL COUNSEL REASONABLY ACCEPTABLE TO
PHARMACOPEIA FOR THE FILING AND PROSECUTION OF SUCH JOINT PATENTS, AT BMS' SOLE
COST AND EXPENSE.
IN THE EVENT THAT BMS DOES NOT WANT TO CONTINUE TO BE
RESPONSIBLE FOR THE COSTS AND EXPENSES WITH RESPECT TO THE FILING, PROSECUTION
AND/OR MAINTENANCE OF A PARTICULAR JOINT PATENT, BMS SHALL SO NOTIFY
PHARMACOPEIA, AND IF PHARMACOPEIA WANTS TO CONTINUE THE FILING, PROSECUTION
AND/OR MAINTENANCE OF SUCH JOINT PATENT IT MAY DO SO, SUBJECT TO SECTION 8.2.4
BELOW, AT ITS SOLE EXPENSE.
8.2.4
COOPERATION.
IN ACCORDANCE WITH THE FOREGOING, EACH
PARTY WILL COOPERATE REASONABLY IN THE PREPARATION, FILING, PROSECUTION, AND
MAINTENANCE OF THE PROGRAM PATENT RIGHTS.
SUCH COOPERATION INCLUDES
(A) PROMPTLY EXECUTING ALL PAPERS AND INSTRUMENTS AND REQUIRING EMPLOYEES (AND
OTHER PERSONS UNDER OBLIGATION TO ASSIGN PATENTS TO SUCH PARTY) TO EXECUTE SUCH
PAPERS AND INSTRUMENTS AS REASONABLE AND APPROPRIATE SO AS TO ENABLE SUCH OTHER
PARTY, TO PREPARE, FILE, PROSECUTE, AND MAINTAIN SUCH PATENTS IN ANY COUNTRY;
AND (B) PROMPTLY INFORMING SUCH OTHER PARTY OF MATTERS THAT MAY AFFECT THE
PREPARATION, FILING, PROSECUTION, OR MAINTENANCE OF THE