DURING THE RESEARCH
TERM ISIS SHALL PROVIDE BMS WITH SAMPLES OF COMPOUNDS FOR USE BY BMS IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.
ANY MATERIALS
PROVIDED BY BMS TO ISIS IN SUPPORT OF THE RESEARCH PROGRAM, INCLUDING BUT NOT
LIMITED TO ANY BIOLOGICAL MATERIALS WITH RESPECT TO SCREENING ASSAYS, INCLUDING
ANY PROGENY, EXPRESSION PRODUCTS, MUTANTS, REPLICATES, DERIVATIVES AND
MODIFICATIONS THEREOF, (SUCH MATERIALS BEING INDIVIDUALLY AND COLLECTIVELY
REFERRED TO AS THE "BMS MATERIALS") SHALL BE USED BY ISIS SOLELY FOR PURPOSES OF
PERFORMING THE RESEARCH PROGRAM AND FOR NO OTHER PURPOSE, AND ANY REMAINING BMS
MATERIALS (INCLUDING, AS APPLICABLE, ANY PROGENY, EXPRESSION PRODUCTS, MUTANTS,
REPLICATES, DERIVATIVES AND MODIFICATIONS THEREOF) WILL BE RETURNED TO BMS (OR
DESTROYED AS MAY BE REQUESTED BY BMS IN WRITING) PROMPTLY FOLLOWING THE END OF
THE RESEARCH TERM OR EARLIER UPON REQUEST BY BMS.
ALL INFORMATION RELATED TO
SUCH BMS MATERIALS SHALL BE BMS CONFIDENTIAL INFORMATION.
ALL SUCH MATERIALS
MUST BE USED WITH PRUDENCE AND APPROPRIATE CAUTION IN ANY EXPERIMENTAL WORK,
SINCE ALL OF THEIR CHARACTERISTICS MAY NOT BE KNOWN.
IF ISIS DEVELOPS ANY
ASSAYS USED IN THE RESEARCH PROGRAM, UPON REQUEST BY BMS DURING THE RESEARCH
TERM, ISIS SHALL TRANSFER TO BMS THE MATERIALS AND INFORMATION TO ENABLE BMS TO
USE SUCH ASSAYS IN SUPPORT OF BMS'S INTERNAL RESEARCH AND DEVELOPMENT ACTIVITIES
CONSISTENT WITH BMS' RIGHTS UNDER SECTION 2.3.
SECTION 3.11
SUBCONTRACTING.
EXCEPT AS PROVIDED IN THE RESEARCH PLAN OR
AS MAY BE SPECIFICALLY PERMITTED BY THE JRC, ISIS SHALL NOT (SUB)CONTRACT ANY OF
THE WORK FOR WHICH IT IS RESPONSIBLE IN THE PERFORMANCE OF THE RESEARCH
PROGRAM.
IN THE CASE OF ANY (SUB)CONTRACTING OF RESEARCH PROGRAM ACTIVITIES BY
A PARTY TO A THIRD PARTY, SUCH THIRD PARTY MUST HAVE ENTERED INTO A WRITTEN
AGREEMENT WITH SUCH PARTY THAT INCLUDES TERMS AND CONDITIONS PROTECTING AND
LIMITING USE AND DISCLOSURE OF CONFIDENTIAL INFORMATION AND KNOW-HOW AT LEAST TO
THE SAME EXTENT AS UNDER THIS AGREEMENT.
EACH PARTY IS RESPONSIBLE FOR
COMPLIANCE BY SUCH THIRD PARTY WITH THE APPLICABLE TERMS AND CONDITIONS OF THIS
AGREEMENT IN THE SAME WAY AND TO THE SAME EXTENT AS SUCH PARTY.
AS SET FORTH IN
SECTION 3.5.2(C), ALL ASOS PROVIDED BY ISIS UNDER THIS AGREEMENT SHALL BE
MANUFACTURED AT ISIS' FACILITIES AND ISIS SHALL NOT USE A THIRD PARTY
(SUB)CONTRACTOR FOR THE MANUFACTURE OF SUCH ASOS WITHOUT THE PRIOR WRITTEN
APPROVAL OF BMS.
SECTION 3.12
ALLIANCE MANAGERS.
EACH PARTY SHALL APPOINT ONE SENIOR
REPRESENTATIVE WHO POSSESSES A GENERAL UNDERSTANDING OF THE SCIENTIFIC AND
BUSINESS ISSUES RELEVANT TO THIS AGREEMENT TO ACT AS ITS RESPECTIVE ALLIANCE
MANAGER (EACH, AN "ALLIANCE MANAGER") FOR THE RELATIONSHIP OF THE PARTIES UNDER
THIS AGREEMENT.
EACH PARTY MAY CHANGE ITS DESIGNATED ALLIANCE MANAGER, WHO MAY
NOT BE A MEMBER OF THE JRC, FROM TIME TO TIME UPON NOTICE TO THE OTHER PARTY.
ANY ALLIANCE MANAGER MAY DESIGNATE A SUBSTITUTE TO TEMPORARILY PERFORM THE
FUNCTIONS OF THAT ALLIANCE MANAGER.
EACH ALLIANCE MANAGER WILL TAKE
RESPONSIBILITY FOR ENSURING THAT GOVERNANCE ACTIVITIES OCCUR AS SET FORTH IN
THIS