IN THE DRAFTING
HEREOF.
IN INTERPRETING AND APPLYING THE TERMS AND PROVISIONS OF THIS
AGREEMENT, THE PARTIES AGREE THAT NO PRESUMPTION SHALL EXIST OR BE IMPLIED
AGAINST THE PARTY WHICH DRAFTED SUCH TERMS AND PROVISIONS.
11.6
WAIVER.
ANY DELAY OR FAILURE IN ENFORCING A
PARTY'S RIGHTS UNDER THIS AGREEMENT OR ANY WAIVER AS TO A PARTICULAR DEFAULT OR
OTHER MATTER SHALL NOT CONSTITUTE A WAIVER OF SUCH PARTY'S RIGHTS TO THE FUTURE
ENFORCEMENT OF ITS RIGHTS UNDER THIS AGREEMENT, NOR OPERATE TO BAR THE EXERCISE
OR ENFORCEMENT THEREOF AT ANY TIME OR TIMES THEREAFTER, EXCEPTING ONLY AS TO AN
EXPRESS WRITTEN AND SIGNED WAIVER AS TO A PARTICULAR MATTER FOR A STATED
DURATION.
11.7
INDEPENDENT CONTRACTORS.
THE RELATIONSHIP OF THE
PARTIES HERETO IS THAT OF INDEPENDENT CONTRACTORS.
NOTHING HEREIN CONTAINED
SHALL BE DEEMED TO CREATE AN EMPLOYMENT, AGENCY, JOINT VENTURE OR PARTNERSHIP
RELATIONSHIP BETWEEN THE PARTIES HERETO OR ANY OF THEIR AGENTS OR EMPLOYEES.
NEITHER PARTY SHALL HAVE ANY POWER TO ENTER INTO ANY CONTRACTS OR COMMITMENTS OR
TO INCUR ANY LIABILITIES IN THE NAME OF, OR ON BEHALF OF, THE OTHER PARTY, OR TO
BIND THE OTHER PARTY IN ANY RESPECT WHATSOEVER.
11.8
SOLICITATION OF EMPLOYEES.
SPL AND PHARMACOPEIA
BOTH AGREE THAT, DURING THE COLLABORATION TERM AND FOR ONE (1) YEAR THEREAFTER,
WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF THE OTHER PARTY, THEY WILL NOT
KNOWINGLY INDUCE OR ATTEMPT TO INDUCE, DIRECTLY OR INDIRECTLY, ANY SCIENTIFIC OR
TECHNICAL PERSONNEL THEN EMPLOYED BY THE OTHER PARTY TO ACCEPT EMPLOYMENT OR
AFFILIATION WITH THE INDUCING PARTY OR ITS AFFILIATES.
32
11.9
COMPLIANCE WITH LAWS.
IN EXERCISING THEIR RIGHTS
UNDER THIS LICENSE, THE PARTIES SHALL FULLY COMPLY WITH THE REQUIREMENTS OF ANY
AND ALL APPLICABLE LAWS, REGULATIONS, RULES AND ORDERS OF ANY GOVERNMENTAL BODY
HAVING JURISDICTION OVER THE EXERCISE OF RIGHTS UNDER THIS LICENSE.
11.10
EXPORT CONTROL.
THIS AGREEMENT AND THE OBLIGATIONS OF
BOTH PARTIES HEREUNDER ARE MADE SUBJECT TO, AND LIMITED BY, ALL APPLICABLE
RESTRICTIONS CONCERNING THE EXPORT OF PRODUCTS OR TECHNICAL INFORMATION FROM THE
UNITED STATES OF AMERICA WHICH MAY BE IMPOSED UPON OR RELATED TO PHARMACOPEIA OR
SPL FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA.
FURTHERMORE, SPL AGREES THAT IT WILL NOT EXPORT, DIRECTLY OR INDIRECTLY, ANY
TECHNICAL INFORMATION ACQUIRED FROM PHARMACOPEIA UNDER THIS AGREEMENT OR ANY
PRODUCTS USING SUCH TECHNICAL INFORMATION TO ANY COUNTRY FOR WHICH THE UNITED
STATES GOVERNMENT OR ANY AGENCY THEREOF AT THE TIME OF EXPORT REQUIRES AN EXPORT
LICENSE OR OTHER GOVERNMENTAL APPROVAL, WITHOUT FIRST OBTAINING THE WRITTEN
CONSENT TO DO SO FROM THE DEPARTMENT OF COMMERCE OR OTHER AGENCY OF THE UNITED
STATES GOVERNMENT WHEN REQUIRED BY AN APPLICABLE STATUTE OR REGULATION.
11.11
PATENT MARKING.
SPL AGREES TO MARK AND HAVE ITS
AFFILIATES AND SUBLICENSEES MARK ALL AGREEMENT PRODUCTS SOLD PURSUANT TO THIS
AGREEMENT IN ACCORDANCE WITH THE APPLICABLE STATUTE OR REGULATIONS RELATING TO
PATENT MARKING IN THE COUNTRY OR COUNTRIES OF MANUFACTURE AND SALE THEREOF.
11.12
NOTICES.
ANY NOTICE REQUIRED OR PERMITTED TO BE GIVEN