AND THEIR PERMITTED ASSIGNS.
1.42
"1994 Agreements" shall have the meaning set
forth in Section 11.17.
1.43
"1998 Agreements" shall have the meaning set
forth in Section 11.17.
1.44
"US AGREEMENT" SHALL MEAN THAT CERTAIN
COLLABORATION AND LICENSE AGREEMENT ENTERED INTO BY AND BETWEEN PHARMACOPEIA AND
SCHERING CORPORATION OF EVEN DATE HEREWITH.
1.45
"Valid Claim" shall mean a composition-of-matter
or method-of-use claim of an issued and unexpired patent included within the
Collaboration Patent Rights or Pharmacopeia Patent Rights, and in each case
which has not been revoked or held unenforceable or invalid by a decision of a
court or other governmental agency of competent jurisdiction, unappealable or
unappealed within the time allowed for appeal, and which has not been
disclaimed, denied or admitted to be invalid or unenforceable through reissue or
disclaimer or otherwise.
ARTICLE II
COLLABORATION
2.0
EFFECTIVE DATE; 1998 AGREEMENTS.
2.01
EFFECTIVE DATE.
SPL AND PHARMACOPEIA HAVE SIGNED
THIS AGREEMENT ON THE EXECUTION DATE AS EVIDENCE OF THEIR MUTUAL DESIRE TO
ESTABLISH A COLLABORATIVE ALLIANCE TO DISCOVER AND DEVELOP AGREEMENT PRODUCTS
EFFECTIVE AGAINST CERTAIN TARGETS. *
2.02
RELATIONSHIP TO 1998 AGREEMENTS.
AS OF THE
EFFECTIVE DATE, ALL OF SPL'S REMAINING OBLIGATIONS TO PROVIDE RESEARCH FUNDING
FOR PHARMACOPEIA FTES UNDER SECTIONS 2.4 AND 5.2 OF THE 1998 AGREEMENTS, AND ALL
OF PHARMACOPEIA'S REMAINING OBLIGATIONS TO PROVIDE FTES UNDER SECTION 2.5.1 OF
THE 1998 AGREEMENTS, SHALL TERMINATE.
IN ADDITION, AS OF THE EFFECTIVE DATE,
ANY AND ALL ONGOING RESEARCH PROGRAMS AT PHARMACOPEIA *SHALL CONTINUE TO BE
PERFORMED USING THE PHARMACOPEIA FTES TO BE PROVIDED UNDER THIS AGREEMENT, AS
DETERMINED BY THE COLLABORATION COMMITTEE.
AS OF THE EFFECTIVE DATE, ANY AND
ALL SUCH ONGOING PROGRAMS (HEREINAFTER "CARRYOVER PROGRAMS") SHALL BE
6
TREATED UNDER THIS AGREEMENT AS OPTIMIZATION PROGRAMS; PROVIDED, HOWEVER, THAT
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE PROVISIONS OF THIS
AGREEMENT RELATED TO DILIGENCE, MILESTONE PAYMENTS, ROYALTIES, OWNERSHIP,
EXCLUSIVITY, PATENT RELATED ACTIVITIES AND ANY AND ALL OTHER RIGHTS OR
OBLIGATIONS WITH RESPECT TO *SHALL BE GOVERNED BY THE TERMS AND CONDITIONS OF
THE 1998 AGREEMENTS, AND SPL SHALL HAVE NO MILESTONE OR ROYALTY PAYMENT
OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT THERETO.
EXCEPT AS EXPRESSLY
MODIFIED AND AMENDED BY THIS AGREEMENT, ALL OTHER TERMS AND CONDITIONS OF THE
1998 AGREEMENTS SHALL REMAIN IN FULL FORCE AND EFFECT.
2.1
COLLABORATION RESEARCH PROGRAMS.
2.1.1
OPTIMIZATION PROGRAMS.
WITHIN THIRTY (30) DAYS OF
THE EFFECTIVE DATE, THE COLLABORATION COMMITTEE SHALL AGREE UPON A WRITTEN
OVERALL PLAN FOR EACH OF THE OPTIMIZATION PROGRAMS TO BE CONDUCTED BY THE
PARTIES (THE "COLLABORATION RESEARCH PLAN").
THE COLLABORATION RESEARCH PLAN
SHALL BE PERIODICALLY REVISED AND UPDATED (AT LEAST ANNUALLY) BY THE
COLLABORATION COMMITTEE DURING THE TERM OF THE COLLABORATION.
THE COLLABORATION
RESEARCH PLAN SHALL SET FORTH THE RESPONSIBILITIES OF EACH OF THE PARTIES WITH
RESPECT TO PERFORMANCE OF THE OPTIMIZATION PROGRAMS.
THE COLLABORATION
COMMITTEE SHALL HAVE RESPONSIBILITY FOR MONITORING THE PERFORMANCE OF
OPTIMIZATION PROGRAMS AGAINST THE CURRENT COLLABORATION RESEARCH PLAN.
NOTWITHSTANDING THE FOREGOING, THE PARTIES ACKNOWLEDGE AND AGREE THAT SPL, IN
ITS SOLE DISCRETION, SHALL HAVE PRIMARY RESPONSIBILITY