NOT USE THE SPECIALIZED EQUIPMENT FOR ANY OTHER ACTIVITIES OR
PROGRAMS WHATSOEVER.
PHARMACOPEIA SHALL BE RESPONSIBLE (AT ITS OWN EXPENSE) FOR
ALL ROUTINE OPERATING COSTS INCURRED IN CONNECTION WITH THE USE OF ANY
SPECIALIZED EQUIPMENT PROVIDED BY SCHERING UNDER THIS SECTION 2.6, INCLUDING
WITHOUT LIMITATION, ANY UTILITY COSTS AND THE COSTS OF
REAGENTS, SOLVENTS OR
OTHER SUPPLIES NECESSARY FOR THE OPERATION OF THE SPECIALIZED EQUIPMENT.
PHARMACOPEIA SHALL ENSURE THAT ALL PHARMACOPEIA EMPLOYEES OPERATING THE
SPECIALIZED EQUIPMENT HAVE BEEN PROPERLY TRAINED IN ITS USE AND SHALL USE THE
SPECIALIZED EQUIPMENT IN ACCORDANCE WITH THE INSTRUCTIONS AND OPERATING
PROCEDURES TO ENSURE ITS PROPER USE.
PHARMACOPEIA SHALL BE RESPONSIBLE (AT ITS
EXPENSE) FOR ANY DAMAGE (EXCLUDING ORDINARY WEAR AND TEAR) TO ANY OF SCHERING'S
SPECIALIZED EQUIPMENT PROVIDED TO PHARMACOPEIA PURSUANT TO THIS SECTION 2.6
RESULTING FROM PHARMACOPEIA'S USE OF THE SPECIALIZED EQUIPMENT.
UPON EXPIRATION
OR EARLIER TERMINATION OF THE COLLABORATION, PHARMACOPEIA SHALL FULLY COOPERATE
WITH SCHERING TO PROMPTLY RETURN THE SPECIALIZED EQUIPMENT TO SCHERING.
ALTERNATIVELY, THE PARTIES MAY DECIDE TO PERMIT PHARMACOPEIA TO RETAIN THE
SPECIALIZED EQUIPMENT FOLLOWING THE EXPIRATION OR TERMINATION OF THE
COLLABORATION, IN WHICH CASE THE PARTIES SHALL ARRANGE FOR THE PURCHASE AND
TRANSFER OF OWNERSHIP OF THE SPECIALIZED EQUIPMENT TO PHARMACOPEIA ON FINANCIAL
TERMS TO BE AGREED TO BY THE PARTIES BASED UPON THE THEN CURRENT FAIR MARKET
VALUE OF THE SPECIALIZED EQUIPMENT.
2.7
RECORD KEEPING AND INSPECTION OF RECORDS.
EACH OF SCHERING AND PHARMACOPEIA, AND THEIR RESPECTIVE AFFILIATES, SHALL
MAINTAIN RECORDS OF ITS COLLABORATION ACTIVITIES (OR CAUSE SUCH RECORDS TO BE
MAINTAINED) IN SUFFICIENT DETAIL AND IN GOOD SCIENTIFIC MANNER APPROPRIATE FOR
PATENT AND REGULATORY PURPOSES AS WILL PROPERLY REFLECT ALL WORK
10
PERFORMED AND THE RESULTS ACHIEVED IN PERFORMANCE OF THE COLLABORATION.
SCHERING SHALL ALSO MAINTAIN ANALOGOUS RECORDS OF ITS DEVELOPMENT ACTIVITIES
WITH RESPECT TO AGREEMENT COMPOUNDS AND AGREEMENT PRODUCTS.
SUCH RECORDS MAY
INCLUDE BOOKS, RECORDS, REPORTS, RESEARCH NOTES, CHARTS, GRAPHS, COMMENTS,
COMPUTATIONS, ANALYSES, RECORDINGS, PHOTOGRAPHS, COMPUTER PROGRAMS AND
DOCUMENTATION THEREOF, COMPUTER INFORMATION STORAGE MEDIA, SAMPLES OF MATERIALS
AND OTHER GRAPHIC OR WRITTEN DATA GENERATED IN CONNECTION WITH THE
COLLABORATION, INCLUDING ANY DATA REQUIRED TO BE MAINTAINED PURSUANT TO ALL
REQUIREMENTS OF APPLICABLE LAWS, RULES AND REGULATIONS, OR AS DIRECTED BY THE
COLLABORATION COMMITTEE.
PHARMACOPEIA'S RECORDS SHALL ALSO DOCUMENT BY NAME
WHICH INDIVIDUALS ASSIGNED TO THE COLLABORATION PURSUANT TO SECTION 2.5 ARE
WORKING ON EACH SPECIFIC COLLABORATION RESEARCH PROJECT (IDENTIFYING THE
TARGET(S) INVOLVED).
DURING THE COLLABORATION AND FOR FIVE (5) YEARS
THEREAFTER, EACH OF SCHERING AND PHARMACOPEIA SHALL HAVE THE RIGHT, UPON AT
LEAST FIVE (5) BUSINESS DAYS' PRIOR NOTICE, TO INSPECT ALL SUCH RECORDS OF THE
OTHER PARTY (OR LEGIBLE COPIES THEREOF) DURING NORMAL BUSINESS HOURS.
EACH
PARTY'S RIGHTS UNDER THIS SECTION 2.7 SHALL BE LIMITED TO ONE (1) INSPECTION IN
ANY CALENDAR YEAR.
IN EACH CASE, THE PARTY CONDUCTING THE INSPECTION SHALL
MAINTAIN SUCH RECORDS AND THE INFORMATION DISCLOSED THEREIN IN CONFIDENCE IN
ACCORDANCE WITH SECTION 7.1, AND SHALL USE SUCH INFORMATION SOLELY FOR PURPOSES
OF THIS AGREEMENT.
UPON REQUEST AND TENDER OF PAYMENT