accordance with
this Section 7.2, such disclosure shall not cause any such information to cease
to be Confidential Information except to the extent that such permitted
disclosure results in a public disclosure of such information (other than by
breach of this Agreement).
Where reasonably possible and subject to Sections
7.3 and 7.4, the Receiving Party shall notify the Disclosing Party of the
Receiving Party's intent to make such disclosure pursuant to clauses (a) through
(d) of this Section 7.2 sufficiently prior to making such disclosure so as to
allow the Disclosing Party adequate time to take whatever action it may deem
appropriate to protect the confidentiality of the information.
FOR PURPOSES OF THIS AGREEMENT, THE RESEARCH RESULTS SHALL BE TREATED AS
CONFIDENTIAL INFORMATION OF BMS.
ACCORDINGLY, PHARMACOPEIA SHALL BE CONSIDERED
THE RECEIVING PARTY WITH RESPECT TO THE RESEARCH RESULTS AND SHALL BE SUBJECT TO
ALL OF THE RESTRICTIONS AND OBLIGATIONS OF THIS ARTICLE 7 WITH RESPECT TO THE
DISCLOSURE AND USE OF SUCH RESEARCH RESULTS TO THE SAME EXTENT AS APPLICABLE TO
CONFIDENTIAL INFORMATION DISCLOSED TO PHARMACOPEIA BY BMS.
SECTION 7.3
REQUIRED DISCLOSURE.
A RECEIVING
PARTY MAY DISCLOSE CONFIDENTIAL INFORMATION PURSUANT TO INTERROGATORIES,
REQUESTS FOR INFORMATION OR DOCUMENTS, SUBPOENA, CIVIL INVESTIGATIVE DEMAND
ISSUED BY A COURT OR GOVERNMENTAL AGENCY OR AS OTHERWISE REQUIRED BY LAW;
PROVIDED HOWEVER, THAT THE RECEIVING PARTY SHALL NOTIFY THE DISCLOSING PARTY
PROMPTLY UPON RECEIPT THEREOF, GIVING (WHERE PRACTICABLE) THE DISCLOSING PARTY
SUFFICIENT ADVANCE NOTICE TO PERMIT IT TO OPPOSE, LIMIT OR SEEK CONFIDENTIAL
TREATMENT FOR SUCH DISCLOSURE, AND TO FILE FOR PATENT PROTECTION IF RELEVANT;
AND PROVIDED, FURTHER, THAT THE RECEIVING PARTY SHALL FURNISH ONLY THAT PORTION
OF THE CONFIDENTIAL INFORMATION WHICH IT IS ADVISED BY COUNSEL IS LEGALLY
REQUIRED WHETHER OR NOT A PROTECTIVE ORDER OR OTHER SIMILAR ORDER IS OBTAINED BY
THE DISCLOSING PARTY.
16
SECTION 7.4
SECURITIES FILINGS.
IN THE EVENT
EITHER PARTY PROPOSES TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES REGULATORS OF ANY STATE OR OTHER JURISDICTION A REGISTRATION
STATEMENT, PERIODIC REPORT, OR ANY OTHER DISCLOSURE DOCUMENT WHICH DESCRIBES OR
REFERS TO THIS AGREEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES
LAW, THE PARTY SHALL NOTIFY THE OTHER PARTY OF SUCH INTENTION AND SHALL PROVIDE
SUCH OTHER PARTY WITH A COPY OF RELEVANT PORTIONS OF THE PROPOSED FILING NOT
LESS THAN THREE (3) BUSINESS DAYS PRIOR TO SUCH FILING (PROVIDED THAT, WHENEVER
PRACTICABLE, SUCH PORTIONS SHALL BE PROVIDED NOT LESS THAN FIVE (5) BUSINESS
DAYS PRIOR TO SUCH FILING) (AND ANY REVISIONS TO SUCH PORTIONS OF THE PROPOSED
FILING A REASONABLE TIME PRIOR TO THE FILING THEREOF), INCLUDING ANY EXHIBITS
THERETO RELATING TO THE AGREEMENT, AND SHALL USE REASONABLE EFFORTS TO OBTAIN
CONFIDENTIAL TREATMENT OF ANY INFORMATION CONCERNING THE AGREEMENT THAT SUCH
OTHER PARTY REQUESTS BE KEPT CONFIDENTIAL (EXCEPT TO THE EXTENT ADVISED BY
COUNSEL THAT CONFIDENTIAL TREATMENT IS NOT AVAILABLE FOR SUCH INFORMATION), AND
SHALL ONLY DISCLOSE CONFIDENTIAL INFORMATION WHICH IT