OR SENT UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE HAND DELIVERED OR
SENT BY EXPRESS DELIVERY SERVICE OR CERTIFIED OR REGISTERED MAIL, POSTAGE
PREPAID, OR BY FACSIMILE TRANSMISSION (WITH WRITTEN CONFIRMATION COPY BY
REGISTERED FIRST-CLASS MAIL) TO THE PARTIES AT THE ADDRESSES AND FACSIMILE
NUMBERS INDICATED BELOW.
IF TO PHARMACOPEIA, TO:
PHARMACOPEIA, INC.
3000 EASTPARK BOULEVARD
CRANBURY, NEW JERSEY
08512
ATTN: CHIEF EXECUTIVE OFFICER
FAX NO.: (609) 452-3672
WITH A COPY TO:
PHARMACOPEIA, INC.
3000 EASTPARK BOULEVARD
CRANBURY, NEW JERSEY
08512
ATTN: GENERAL COUNSEL
FAX NO.: (609) 452-3655
IF TO SPL, TO:
Schering-Plough Ltd.
Toepferstrasse 5
CH 6004 Lucerne, Switzerland
Attention:
President
Facsimile No.: (011) 41 41 418 1630
33
WITH COPIES TO:
Schering Corporation
2000 Galloping Hill Road
Kenilworth, New Jersey
07033
Attention: Law Department, Senior Legal Director - Licensing
Facsimile No.: (908) 298-2739
SCHERING CORPORATION
2000 GALLOPING HILL ROAD
KENILWORTH, NEW JERSEY
07033
ATTENTION: VICE PRESIDENT, BUSINESS DEVELOPMENT
FACSIMILE NO.: (908) 298-5379
Any such notice shall be deemed to have been given when received. Either Party
may change its address or its facsimile number by giving the other Party written
notice, delivered in accordance with this Section.
11.13
FORCE MAJEURE.
FAILURE OF ANY PARTY TO PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT (EXCEPT THE OBLIGATION TO MAKE PAYMENTS WHEN
PROPERLY DUE) SHALL NOT SUBJECT SUCH PARTY TO ANY LIABILITY OR PLACE THEM IN
BREACH OF ANY TERM OR CONDITION OF THIS AGREEMENT TO THE OTHER PARTY TO THE
EXTENT (AND ONLY TO THE EXTENT) THAT SUCH FAILURE IS DUE TO FIRE, EXPLOSION,
FLOOD, DROUGHT, WAR, TERRORISM, RIOT, SABOTAGE, EMBARGO, STRIKES OR OTHER LABOR
TROUBLE, FAILURE OF SUPPLIERS, A NATIONAL HEALTH EMERGENCY, COMPLIANCE WITH ANY
ORDER OR REGULATION OF ANY GOVERNMENT ENTITY ACTING WITH COLOR OF RIGHT, OR ANY
OTHER CAUSE BEYOND THE REASONABLE CONTROL OF SUCH NON-PERFORMING PARTY AND NOT
CAUSED BY THE NEGLIGENCE, INTENTIONAL CONDUCT OR MISCONDUCT OF THE
NON-PERFORMING PARTY (SUCH EVENT OR CAUSE REFERRED TO AS "FORCE MAJEURE").
THE
PARTY AFFECTED SHALL PROMPTLY NOTIFY THE OTHER PARTY OF THE CONDITION
CONSTITUTING FORCE MAJEURE AS DEFINED HEREIN AND SHALL EXERT REASONABLE EFFORTS
TO ELIMINATE, CURE OR OVERCOME ANY SUCH EVENT OF FORCE MAJEURE AND TO RESUME
PERFORMANCE OF ITS OBLIGATIONS WITH ALL POSSIBLE SPEED.
IF A CONDITION
CONSTITUTING FORCE MAJEURE AS DEFINED HEREIN EXISTS FOR MORE THAN NINETY (90)
CONSECUTIVE DAYS, THE PARTIES SHALL MEET TO NEGOTIATE A MUTUALLY SATISFACTORY
RESOLUTION TO THE PROBLEM, IF PRACTICABLE.
THE FOREGOING NOTWITHSTANDING,
NOTHING HEREIN SHALL REQUIRE ANY PARTY TO SETTLE ON TERMS UNSATISFACTORY TO SUCH
PARTY ANY STRIKE, 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