SUCH 45 BUSINESS DAY PERIOD (THE "INITIAL NEGOTIATION PERIOD"),
THE PARTIES SHALL ATTEMPT IN GOOD FAITH TO RESOLVE THE DISPUTE BY NEGOTIATION
BETWEEN (A) IN THE CASE OF SUPPLIER, THE CHIEF FINANCIAL OFFICER AND (B) IN THE
CASE OF SPINCO, THE CHIEF FINANCIAL OFFICER (COLLECTIVELY, "DESIGNATED
OFFICERS").
SUCH OFFICERS SHALL MEET AT A MUTUALLY ACCEPTABLE TIME AND PLACE
(BUT IN ANY EVENT NO LATER THAN 15 BUSINESS DAYS FOLLOWING THE EXPIRATION OF THE
INITIAL NEGOTIATION PERIOD) AND THEREAFTER AS OFTEN AS THEY REASONABLY DEEM
NECESSARY FOR A PERIOD NOT TO EXCEED 15 BUSINESS DAYS, TO ATTEMPT TO RESOLVE THE
DISPUTE.
(C)
IF THE DISPUTE HAS NOT BEEN RESOLVED BY
NEGOTIATION WITHIN 75 BUSINESS DAYS OF THE FIRST PARTY'S NOTICE, OR IF THE
PARTIES FAILED TO MEET WITHIN 30 BUSINESS DAYS OF THE FIRST PARTY'S NOTICE, OR
IF THE DESIGNATED OFFICERS FAILED TO MEET WITHIN 60 BUSINESS DAYS OF THE FIRST
PARTY'S NOTICE, EITHER PARTY MAY COMMENCE ANY LITIGATION OR OTHER PROCEDURE
ALLOWED BY LAW.
10.15
ASSIGNMENT.
NEITHER OF THE PARTIES MAY ASSIGN OR DELEGATE
ANY OF ITS RIGHTS OR DUTIES UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTY, WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD;
PROVIDED THAT SUPPLIER MAY, AT ANY TIME, ASSIGN OR DELEGATE ITS RIGHTS OR DUTIES
HEREUNDER TO ACCELRYS, INC WITHOUT OBTAINING THE CONSENT OF SPINCO.
THIS
AGREEMENT SHALL BE BINDING UPON, AND SHALL INURE TO THE BENEFIT OF, THE PARTIES
AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
NOTWITHSTANDING THE
FOREGOING, SPINCO MAY, AND HEREBY GIVES NOTICE TO SUPPLIER THAT IT INTENDS TO,
PLEDGE ITS RIGHTS AND OBLIGATIONS UNDER THIS
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AGREEMENT TO ITS LENDERS AS COLLATERAL TO SECURE INDEBTEDNESS OUTSTANDING UNDER
ITS SENIOR SECURED CREDIT FACILITY AND ALL RENEWALS, REFUNDINGS, REFINANCINGS
AND REPLACEMENTS THEREOF.
10.16
INTERPRETATION.
WORDS IN THE SINGULAR SHALL BE HELD TO
INCLUDE THE PLURAL AND VICE VERSA AND WORDS OF ONE GENDER SHALL BE HELD TO
INCLUDE THE OTHER GENDERS AS THE CONTEXT REQUIRES.
THE WORD "INCLUDING" AND
WORDS OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT MEANS "INCLUDING, WITHOUT
LIMITATION," UNLESS THE CONTEXT OTHERWISE REQUIRES OR UNLESS OTHERWISE
SPECIFIED.
10.17
HEADINGS.
THE ARTICLE AND SECTION HEADINGS CONTAINED IN
THIS AGREEMENT ARE SOLELY FOR THE PURPOSE OF REFERENCE, ARE NOT PART OF THE
AGREEMENT OF THE PARTIES AND SHALL NOT IN ANY WAY AFFECT THE MEANING OR
INTERPRETATION OF THIS AGREEMENT.
*
*
*
*
*
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IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of
the day and year first above written.
PHARMACOPEIA, INC.
By:
/s/ John J. Hanlon
Name: John J. Hanlon
Title: Chief Financial Officer
PHARMACOPEIA DRUG DISCOVERY, INC.
By:
/s/ Joseph A. Mollica, Ph.D.
Name: Joseph A. Mollica, Ph.D.
Title: President and Chief Executive Officer