Under the terms of the agreement, which will become effective upon antitrust clearance, the Company has granted to BMS an exclusive, worldwide license with respect to certain intellectual property primarily relating to compounds that modulate LXR. During the research term, the Company and BMS expect to jointly identify drug candidates that are ready for IND-enabling studies. After the selection of a drug candidate for further clinical development by BMS, BMS will be solely responsible for further preclinical development as well as clinical development, regulatory, manufacturing and sales/marketing activities for such drug candidate.

Under the terms of the agreemen t, BMS is obligated to make an upfront payment to the Company of $17.5 million and has agreed to provide research and development funding of approximately $10.0 million per year for an initial research period of two years. BMS has the option to extend the research period for an additional one-year term. Under the agreement, the Company is entitled to receive payments upon attainment of pre-specified development and regulatory milestones totaling approximately $140.0 million as well as sales milestones, for each product for up to two products from the collaboration. In addition, the Company is entitled to receive royalties on sales of products commercialized under the collaboration. Beginning two years after the effective date, BMS may terminate the agreement in which case BMS' license relating to compounds that modulate LXR will, subject to certain terms and conditions, revert back to the Company.