OF PHARMACOPEIA, UNLESS SPL ELECTS TO TERMINATE THIS
AGREEMENT IN ACCORDANCE WITH THE FOLLOWING PROVISIONS OF THIS SECTION 10.3.
IN
THE EVENT THAT (I) PHARMACOPEIA SHALL MAKE AN ASSIGNMENT FOR THE BENEFIT OF
CREDITORS, FILE A PETITION IN BANKRUPTCY, PETITION OR APPLY TO ANY TRIBUNAL FOR
THE APPOINTMENT OF CUSTODIAN, RECEIVER OR ANY TRUSTEE FOR IT OR A SUBSTANTIAL
PART OF ITS ASSETS, OR SHALL COMMENCE ANY CASE OR PROCEEDING UNDER ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, READJUSTMENT OF DEBT, DISSOLUTION OR
LIQUIDATION LAW OR STATUTE OF ANY JURISDICTION, WHETHER NOW OR HEREAFTER IN
EFFECT; OR (II) IF THERE SHALL HAVE BEEN FILED ANY SUCH BONA FIDE PETITION OR
APPLICATION, OR ANY SUCH PROCEEDING SHALL HAVE BEEN COMMENCED AGAINST IT, IN
WHICH AN ORDER FOR RELIEF IS ENTERED OR WHICH REMAINS UNDISMISSED FOR A PERIOD
OF SIXTY (60) DAYS OR MORE; OR (III) IF PHARMACOPEIA BY ANY ACT OR OMISSION OF
ACT SHALL INDICATE ITS CONSENT TO, APPROVAL OF OR ACQUIESCENCE IN ANY SUCH BONA
FIDE PETITION, APPLICATION, OR PROCEEDING OR ORDER FOR RELIEF OR THE APPOINTMENT
OF A CUSTODIAN, RECEIVER OR TRUSTEE FOR IT OR ANY SUBSTANTIAL PART OF ITS
PROPERTY, OR SHALL SUFFER ANY SUCH CUSTODIANSHIP, RECEIVERSHIP OR TRUSTEESHIP TO
CONTINUE UNDISCHARGED FOR A PERIOD OF SIXTY (60) DAYS OR MORE (EACH SUCH EVENT A
"PHARMACOPEIA BANKRUPTCY EVENT"), THEN SPL SHALL HAVE THE FOLLOWING RIGHTS.
SPL
SHALL HAVE THE RIGHT, IN ITS SOLE DISCRETION, TO ELECT TO TERMINATE THIS
AGREEMENT BY GIVING WRITTEN NOTICE OF SUCH TERMINATION TO PHARMACOPEIA.
IN THE
EVENT THAT SPL DOES NOT ELECT TO TERMINATE THIS AGREEMENT, THEN NOTWITHSTANDING
ANY REJECTION OF THIS AGREEMENT BY PHARMACOPEIA (WHICH, FOR PURPOSES OF THIS
SECTION 10.3, INCLUDES ANY DEBTOR IN POSSESSION, TRUSTEE OR OTHER ENTITY THAT
MAY SUCCEED PHARMACOPEIA) PURSUANT TO 11 U.S.C. §365, SPL SHALL RETAIN ALL OF
ITS RIGHTS, BENEFITS, LICENSES, PROTECTIONS AND PRIVILEGES UNDER THIS AGREEMENT
AND SHALL BE ENTITLED TO ALL OF THE RIGHTS, BENEFITS AND PROTECTIONS OF A
LICENSEE UNDER 11 U.S.C. 365(N).
SPL WILL HAVE THE RIGHT (INCLUDING, WITHOUT
LIMITATION, THE RIGHT AND ABILITY TO CURE ANY AND ALL DEFAULTS BY PHARMACOPEIA
UNDER THIS AGREEMENT, ANY AGREEMENT SUPPLEMENTARY HERETO, AND ANY AGREEMENT WITH
A THIRD PARTY AFFECTING OR COMPRISING ALL OR A PART OF THE PHARMACOPEIA
TECHNOLOGY, AND TO TAKE ANY OTHER ACTIONS, TO OPPOSE A REJECTION PURSUANT TO 11
U.S.C. §365 OF THIS AGREEMENT, AND TO CONTRACT DIRECTLY WITH THIRD PARTIES, IF
ANY, INVOLVED IN CONTRACTED ARRANGEMENTS WITH PHARMACOPEIA WITH RESPECT TO
PERFORMANCE OF THE COLLABORATION), PROVIDED THAT SPL'S OBLIGATIONS TO MAKE
PAYMENTS TO PHARMACOPEIA UNDER THIS AGREEMENT SHALL AUTOMATICALLY BE REDUCED BY
THE AMOUNT OF ALL OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY SPL IN EXERCISING
SUCH RIGHTS.
THE PARTIES ACKNOWLEDGE AND AGREE THAT ALL INFORMATION, DATA AND
OTHER INTELLECTUAL PROPERTY REFERRED TO IN THIS SECTION 10.3 (INCLUDING, WITHOUT
LIMITATION, PHARMACOPEIA TECHNOLOGY) AND ALL AGREEMENT COMPOUNDS, AGREEMENT
PRODUCTS, COLLABORATION TECHNOLOGY AND ANY OTHER INTELLECTUAL PROPERTY THAT IS
LICENSED, OR IS THE SUBJECT OF ANY OTHER RIGHT, BENEFIT, PROTECTION OR PRIVILEGE
THAT IS