REASONABLE EFFORTS TO HAVE CONFIDENTIAL TREATMENT ACCORDED TO THE
DISCLOSED CONFIDENTIAL INFORMATION. NOTWITHSTANDING THE FOREGOING,
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either Party may disclose the terms of this Agreement and developments in
connection with this Agreement to the extent required, in the reasonable opinion
of such Party's legal counsel, to comply with applicable laws, including,
without limitation, the rules and regulations promulgated by the U.S. Securities
and Exchange Commission (SEC) or the Dutch Authority of Financial Markets (AFM).
In the event either Party believes it must make a disclosure under this Section
11.1.5, the provisions of prior notice, comment, and consent described in
Section 16.12 should be followed to the extent possible. Non-limiting examples
of such developments include the promotion of a program from one clinical phase
to a more advanced clinical phase; the termination of a clinical stage program
and; whether or not a particular trial has met a specified end-point, in all
cases when Pharmacopeia has a financial interest in such program. Broader
clinical disclosure describing clinical trial results shall be governed by
Section 11.2.
11.1.6.
NO WARRANTY AS TO RELIABILITY.
EACH OF THE PARTIES
ACKNOWLEDGES THAT NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY AS TO THE
RELIABILITY, ACCURACY OR COMPLETENESS OF ANY OF THE CONFIDENTIAL INFORMATION
DISCLOSED HEREUNDER, EXCEPT FOR ANY SPECIFIC REPRESENTATION OR WARRANTY MADE IN
OTHER SECTIONS OF THIS AGREEMENT.
THE RECEIVING PARTY AGREES THAT NEITHER THE
DISCLOSING PARTY NOR ANY OF THE DISCLOSING PARTY'S REPRESENTATIVES SHALL HAVE
ANY LIABILITY TO THE RECEIVING PARTY ARISING FROM THE DISCLOSURE OF CONFIDENTIAL
INFORMATION BY THE DISCLOSING PARTY EXCEPT AS OTHERWISE PROVIDED HEREIN.
11.1.7.
NO IMPLIED LICENSE.
EXCEPT AS OTHERWISE EXPRESSLY SET
FORTH IN THIS AGREEMENT, NOTHING HEREIN SHALL BE CONSTRUED AS GIVING THE
RECEIVING PARTY ANY RIGHT, TITLE AND INTEREST IN AND TO THE CONFIDENTIAL
INFORMATION OF THE DISCLOSING PARTY.
11.1.8.
PUBLIC DOMAIN.
FOR THE PURPOSE OF THIS AGREEMENT,
SPECIFIC INFORMATION DISCLOSED AS PART OF THE CONFIDENTIAL INFORMATION SHALL NOT
BE DEEMED TO BE IN THE PUBLIC DOMAIN OR IN THE PRIOR POSSESSION OF THE RECEIVING
PARTY MERELY BECAUSE IT IS EMBRACED BY MORE GENERAL INFORMATION IN THE PUBLIC
DOMAIN OR BY MORE GENERAL INFORMATION IN THE PRIOR POSSESSION OF THE RECEIVING
PARTY.
11.2.
PUBLICATIONS.
THE PATENT COMMITTEE AND THE JRC
WILL DISCUSS AND REVIEW PROPOSED PUBLICATIONS DESCRIBING THE SCIENTIFIC OR
CLINICAL RESULTS UNDER THE AGREEMENT.
SUBJECT TO SECTION 11.1.5, EITHER PARTY
MAY, IN ITS SOLE DISCRETION, DECIDE NOT TO PERMIT PUBLICATION BY THE OTHER PARTY
OF ANY SCIENTIFIC OR CLINICAL RESULTS.
ARTICLE 12
REPRESENTATIONS AND WARRANTIES OF PHARMACOPEIA
12.1
Pharmacopeia represents and warrants to Organon
as follows:
12.1.1
ORGANIZATION.
IT IS A CORPORATION DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE.
12.1.2
AUTHORITY.
IT HAS FULL CORPORATE POWER AND AUTHORITY TO
EXECUTE AND DELIVER THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY.
ALL CORPORATE ACTS AND OTHER PROCEEDINGS REQUIRED TO
AUTHORIZE SUCH EXECUTION, DELIVERY, AND CONSUMMATION HAVE BEEN DULY AND PROPERLY
TAKEN AND OBTAINED.
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12.1.3
ENFORCEABILITY.
THIS AGREEMENT