AGREEMENT PRODUCTS SHALL BE SUBJECT
TO THE PRIOR REVIEW OF THE OTHER PARTY AT LEAST NINETY (90) DAYS PRIOR TO
SUBMISSION.
FURTHER, TO AVOID LOSS OF PATENT RIGHTS AS A RESULT OF PREMATURE
PUBLIC DISCLOSURE OF PATENTABLE INFORMATION, THE RECEIVING PARTY SHALL NOTIFY
THE DISCLOSING PARTY IN WRITING WITHIN THIRTY (30) DAYS AFTER RECEIPT OF A
DISCLOSURE WHETHER THE RECEIVING PARTY DESIRES TO FILE A PATENT APPLICATION ON
ANY INVENTION DISCLOSED IN SUCH SCIENTIFIC RESULTS.
IN THE EVENT THAT THE
RECEIVING PARTY DESIRES TO FILE SUCH A PATENT APPLICATION, THE DISCLOSING PARTY
SHALL WITHHOLD PUBLICATION OR DISCLOSURE OF SUCH SCIENTIFIC RESULTS UNTIL THE
EARLIER OF (I) A PATENT APPLICATION IS FILED THEREON, OR (II) THE PARTIES
DETERMINE AFTER CONSULTATION THAT NO PATENTABLE INVENTION EXISTS, OR (III) ONE
HUNDRED AND EIGHTY (180) DAYS AFTER RECEIPT BY THE DISCLOSING PARTY OF THE
RECEIVING PARTY'S WRITTEN NOTICE OF THE RECEIVING PARTY'S DESIRE TO FILE SUCH
PATENT APPLICATION, OR SUCH OTHER PERIOD AS IS REASONABLE FOR SEEKING PATENT
PROTECTION.
FURTHER, IF SUCH SCIENTIFIC RESULTS CONTAIN THE INFORMATION OF THE
RECEIVING PARTY THAT IS SUBJECT TO USE AND NONDISCLOSURE RESTRICTIONS UNDER THIS
ARTICLE 7, THE DISCLOSING PARTY AGREES TO REMOVE SUCH INFORMATION FROM THE
PROPOSED PUBLICATION OR DISCLOSURE.
7.6
PHARMACOPEIA EMPLOYEES.
ALL PHARMACOPEIA
EMPLOYEES ASSIGNED TO WORK EXCLUSIVELY ON COLLABORATION RESEARCH PROJECTS
PURSUANT TO SECTION 2.5, SHALL BE REQUIRED TO HAVE READ AND UNDERSTOOD THE
COLLABORATION BUSINESS CONDUCT POLICY.
ANY PHARMACOPEIA EMPLOYEES ASSIGNED TO
WORK EXCLUSIVELY ON COLLABORATION RESEARCH PROJECTS SHALL ALSO BE SUBJECT TO
NON-COMPETE OBLIGATIONS, AS SET FORTH BELOW, WITH RESPECT TO ANY TARGET WITH
RESPECT TO WHICH COLLABORATION RESEARCH EFFORTS DIRECTED TO SUCH TARGET ARE
PERFORMED AT PHARMACOPEIA (INCLUDING, WITHOUT LIMITATION, THE DESIGN AND
SYNTHESIS OF DERIVATIVE COMPOUNDS BASED ON LEAD COMPOUNDS).
NONE OF THE
INDIVIDUAL PHARMACOPEIA CHEMISTS PARTICIPATING IN TARGET SPECIFIC COLLABORATION
RESEARCH SHALL *PHARMACOPEIA SHALL BE LIABLE FOR ANY BREACH OF THE COLLABORATION
BUSINESS CONDUCT POLICY AND/OR THESE NON-COMPETE OBLIGATIONS BY ITS EMPLOYEES. *
PHARMACOPEIA SHALL USE REASONABLY DILIGENT EFFORTS TO ENSURE THAT ITS EMPLOYEES
WORKING ON THE COLLABORATION DO NOT DISCLOSE OR PROVIDE ACCESS TO ANY
COLLABORATION TARGET-SPECIFIC TECHNOLOGY, SCHERING TECHNOLOGY, OR THE RESULTS OF
ANY SCREENING OR OTHER TARGET SPECIFIC RESEARCH PERFORMED AT PHARMACOPEIA IN THE
COLLABORATION, TO ANY PHARMACOPEIA EMPLOYEES NOT WORKING ON THE COLLABORATION
(EXCEPT TO THE EXTENT REASONABLY NECESSARY FOR PHARMACOPEIA TO ENSURE ITS
COMPLIANCE WITH ITS EXCLUSIVITY OBLIGATIONS HEREUNDER) OR TO ANY THIRD PARTIES.
ARTICLE VIII
REPRESENTATIONS, WARRANTIES AND COVENANTS
8.1
SPL.
SPL WARRANTS, REPRESENTS AND COVENANTS
ON BEHALF OF ITSELF AND ITS AFFILIATES THAT: (I) IT HAS THE LEGAL RIGHT AND
POWER TO EXTEND THE RIGHTS GRANTED IN THIS AGREEMENT; (II) IT HAS THE LEGAL
POWER, AUTHORITY AND RIGHT TO ENTER INTO THIS AGREEMENT, AND TO PERFORM ALL ITS
OBLIGATIONS HEREUNDER, AND (III) IT HAS NOT PREVIOUSLY GRANTED, AND DURING THE
TERM OF THIS AGREEMENT WILL NOT KNOWINGLY MAKE ANY COMMITMENT OR GRANT ANY
RIGHTS WHICH IN ANY MATERIAL WAY CONFLICT WITH THE RIGHTS AND LICENSES GRANTED
HEREIN.
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8.2
PHARMACOPEIA.
PHARMACOPEIA