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 SPL'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 SPL TO PROMPTLY RETURN
THE SPECIALIZED EQUIPMENT TO SPL.
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 SPL 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 PERFORMED AND THE RESULTS
ACHIEVED IN PERFORMANCE OF THE COLLABORATION.
SPL 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 SPL AND PHARMACOPEIA SHALL HAVE THE
RIGHT, UPON AT LEAST FIVE (5)
10
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 FOR THE ACTUAL COST IN PROVIDING
COPIES, PHARMACOPEIA AND/OR SPL, AS APPROPRIATE, SHALL PROVIDE TO THE REQUESTING
PARTY COPIES OF SUCH RECORDS.
2.8
PERFORMANCE OF SCREENING PROGRAMS.
WITH
RESPECT TO EACH SCREENING TARGET, THE PARTIES AGREE THAT PROMPTLY FOLLOWING THE
ACCEPTANCE BY PHARMACOPEIA OF EACH SCREENING TARGET IN ACCORDANCE WITH
SECTION 2.1.2, SPL WILL PROVIDE PHARMACOPEIA (FREE OF CHARGE) WITH REASONABLE
QUANTITIES OF THE SCREENING TARGET PROTEIN AND ANY OF SPL'S