LOCK-OUT OR OTHER LABOR DIFFICULTY, ANY INVESTIGATION OR
PROCEEDING BY ANY PUBLIC AUTHORITY OR ANY LITIGATION BY ANY THIRD PARTY.
11.14
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT
BECOMES OR IS DECLARED BY A COURT OF COMPETENT JURISDICTION TO BE ILLEGAL,
INVALID OR UNENFORCEABLE OR VOID, IT IS MUTUALLY AGREED THAT THIS AGREEMENT
SHALL REMAIN IN FULL FORCE AND EFFECT WITHOUT SUCH PROVISION, AND THE PARTIES
WILL, IN GOOD FAITH, RENEGOTIATE THE TERMS AND CONDITIONS OF THIS AGREEMENT 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.
34
11.17
COMPLETE AGREEMENT.
THIS AGREEMENT WITH ITS EXHIBITS,
TOGETHER WITH THE INTERNATIONAL 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 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 SCHERING.
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
RECORDING.
EACH PARTY SHALL HAVE THE RIGHT, AT ANY
TIME, TO RECORD, REGISTER, OR OTHERWISE