PARTY FROM MAKING SUCH DISCLOSURES TO THE
EXTENT REASONABLY REQUIRED UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR
ANY RULE OR REGULATION OF ANY NATIONALLY RECOGNIZED SECURITIES EXCHANGE.
IN
SUCH EVENT, HOWEVER, THE DISCLOSING PARTY SHALL USE GOOD FAITH EFFORTS TO NOTIFY
AND CONSULT WITH THE OTHER PARTY PRIOR TO SUCH DISCLOSURE AND, WHERE APPLICABLE,
SHALL DILIGENTLY SEEK CONFIDENTIAL TREATMENT TO THE EXTENT AVAILABLE.
7.5
PUBLICATION.
ANY MANUSCRIPT BY SCHERING OR
PHARMACOPEIA OR THEIR AFFILIATES DESCRIBING 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
26
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
SCHERING.
SCHERING WARRANTS, REPRESENTS AND
COVENANTS ON BEHALF OF ITSELF AND ITS AFFILIATES THAT: