PARTY POSSESSES AN INTERNAL STRUCTURE (INCLUDING
WITHOUT LIMITATION VARIOUS COMMITTEES, TEAMS AND REVIEW BOARDS) THAT WILL BE
INVOLVED IN ADMINISTERING SUCH PARTY'S ACTIVITIES UNDER THIS AGREEMENT.
THE JRC
AND THE CHAIRPERSONS OF THE WORKING GROUP SHALL ESTABLISH PROCEDURES TO
FACILITATE COMMUNICATIONS BETWEEN THE JRC AND THE WORKING GROUP AND ANY RELEVANT
INTERNAL COMMITTEE, TEAM OR BOARD IN ORDER TO MAXIMIZE THE EFFICIENCY OF THE
RESEARCH PROGRAM, INCLUDING WITHOUT LIMITATION BY REQUIRING APPROPRIATE MEMBERS
OF THE JRC, THE WORKING GROUP, OR ANY SUB-COMMITTEE OF THE JRC TO BE AVAILABLE
AT REASONABLE TIMES AND PLACES AND UPON REASONABLE PRIOR NOTICE FOR MAKING
APPROPRIATE ORAL REPORTS TO, AND RESPONDING TO REASONABLE INQUIRIES FROM, THE
RELEVANT INTERNAL COMMITTEE, TEAM OR BOARD.
FURTHERMORE, THE JRC AND THE
WORKING GROUP WILL ESTABLISH THE NECESSARY WORKING LEVEL CONTACTS BETWEEN THE
TWO PARTIES TO ENSURE THAT NECESSARY DAY-TO-DAY INTERACTIONS WILL OCCUR IN
IMPLEMENTING THE RESEARCH PLAN.
SECTION 3.5
ALLIANCE MANAGERS.
EACH PARTY
SHALL HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO APPOINT ONE 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 AGREEMENT, IN PARTICULAR
ENSURING THAT THE JRC MEETINGS OCCUR, AND THAT ANY CONFLICT IS GIVEN PROMPT
ATTENTION AS SET FORTH IN SECTION 3.3.4.
THE ALLIANCE MANAGERS SHALL BE
ENTITLED TO ATTEND MEETINGS OF THE JRC, BUT SHALL NOT HAVE, OR BE DEEMED TO
HAVE, ANY RIGHTS OR RESPONSIBILITIES OF A MEMBER OF THE JRC.
SIMILARLY, THE
ALLIANCE MANAGERS MAY ATTEND MEETINGS OF THE WORKING GROUP OR ANY SUBCOMMITTEES
OF THE JRC.
EACH ALLIANCE MANAGER MAY BRING ANY MATTER TO THE ATTENTION THE JRC
WHERE SUCH ALLIANCE MANAGER REASONABLY BELIEVES THAT SUCH MATTER REQUIRES SUCH
ATTENTION.
FOR PURPOSES OF CLARIFICATION, IN NO EVENT WILL THE ALLIANCE
MANAGERS HAVE THE POWER OR AUTHORITY TO AMEND ANY PROVISION OF THIS AGREEMENT.
10
SECTION 3.6
RESEARCH PLAN.
3.6.1
THE RESEARCH PROGRAM WILL BE CARRIED OUT IN ACCORDANCE
WITH A WRITTEN RESEARCH PLAN (THE "RESEARCH PLAN").
THE INITIAL RESEARCH PLAN
AGREED TO BY THE PARTIES AS OF THE EFFECTIVE DATE IS ATTACHED HERETO AS APPENDIX
1 AND IS HEREBY INCORPORATED INTO THIS AGREEMENT BY REFERENCE AND IS MADE A PART
OF THIS AGREEMENT.
THE PURPOSE OF THE RESEARCH PLAN IS TO DETAIL THE
RESPONSIBILITIES AND ACTIVITIES OF PHARMACOPEIA AND BMS WITH RESPECT TO CARRYING
OUT THE RESEARCH PROGRAM.
THE RESEARCH PLAN WILL INCLUDE A DESCRIPTION OF THE
SPECIFIC ACTIVITIES TO BE PERFORMED BY THE PARTIES IN SUPPORT OF THE RESEARCH
PROGRAM, THE ALLOCATION OF PHARMACOPEIA RESEARCH PERSONNEL TO PERFORM SUCH
ACTIVITIES, AND PROJECTED