SO
AS TO LAWFULLY INCLUDE THE SUBSTANCE OF SUCH PROVISION (TO THE EXTENT POSSIBLE)
IN ORDER TO AS FULLY AS POSSIBLE REALIZE THE INTENT OF THE PARTIES AND THEIR
COMMERCIAL BARGAIN.
11.15
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL AS AGAINST EITHER
PARTY WHOSE SIGNATURE APPEARS THEREON, BUT ALL OF WHICH TAKEN TOGETHER SHALL
CONSTITUTE BUT ONE AND THE SAME INSTRUMENT, AND SHALL BECOME EFFECTIVE ON THE
EFFECTIVE DATE.
11.16
CAPTIONS.
THE CAPTIONS OF THIS AGREEMENT ARE SOLELY
FOR THE CONVENIENCE OF REFERENCE AND SHALL NOT AFFECT ITS MEANING OR
INTERPRETATION.
11.17
COMPLETE AGREEMENT.
THIS AGREEMENT WITH ITS EXHIBITS,
TOGETHER WITH THE US AGREEMENT, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND ALL PRIOR AGREEMENTS
RESPECTING THE SUBJECT MATTER HEREOF, EITHER WRITTEN OR ORAL, EXPRESSED OR
IMPLIED, SHALL BE ABROGATED, CANCELED, AND ARE NULL AND VOID AND OF NO EFFECT;
PROVIDED, HOWEVER THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NOTHING
HEREIN SHALL AFFECT THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER: (I) THE
CERTAIN COLLABORATION AGREEMENT AND THE CERTAIN RANDOM LIBRARY AGREEMENT BETWEEN
PHARMACOPEIA, SCHERING CORPORATION AND SCHERING-PLOUGH LTD. EFFECTIVE AS OF
DECEMBER 22, 1994, AS AMENDED (THE "1994 AGREEMENTS"); OR (II) THE CERTAIN
CONTEMPORANEOUS COLLABORATION AGREEMENTS BETWEEN PHARMACOPEIA AND EACH OF
SCHERING CORPORATION AND SCHERING-PLOUGH LTD., EFFECTIVE AS OF OCTOBER 29, 1998,
EACH AS AMENDED (THE "1998
34
AGREEMENTS").
NO AMENDMENT, MODIFICATION, SUPPLEMENT, CHANGE OR ADDITION TO
THIS AGREEMENT (OR THE EXHIBITS ATTACHED HERETO) SHALL BE EFFECTIVE OR BINDING
ON EITHER OF THE PARTIES HERETO UNLESS REDUCED TO WRITING AND EXECUTED BY THE
RESPECTIVE DULY AUTHORIZED REPRESENTATIVES OF PHARMACOPEIA AND SPL.
11.18
Relationship of Prior Agreements.
For purposes of
clarity and avoidance of doubt, the Parties acknowledge and agree that the terms
and conditions of this Agreement shall not apply to any compounds or products
discovered and developed by or on behalf of the Parties under the 1994
Agreements or the 1998 Agreements.
In particular, the Parties acknowledge and
agree that (i) no milestone payment or royalty obligations set forth in this
Agreement shall apply to any compounds discovered and/or developed under the
1994 Agreements or the 1998 Agreements, and (ii) any Agreement Compounds and/or
Agreement Products discovered and developed under this Agreement shall not be
subject to any milestone payment or royalty obligations set forth in the 1994
Agreements or the 1998 Agreements.
11.19
Relationship to US Agreement; Controlling Provisions.
The Parties acknowledge and agree that this Agreement together with the US
Agreement are intended to operate together as a single worldwide agreement
governing the rights and obligations of Pharmacopeia, SPL and Schering
Corporation.
For purposes of clarity and avoidance of doubt, the parties agree
that Article II and Article III of this Agreement shall be subject to and
governed by the corresponding provisions of the US Agreement.
The Parties
further agree that SPL's rights and obligations with respect to the filing,
prosecution, maintenance and enforcement of