SUCH 45
BUSINESS DAY PERIOD (THE "INITIAL NEGOTIATION PERIOD"), THE PARTIES SHALL
ATTEMPT IN GOOD FAITH TO RESOLVE THE DISPUTE BY NEGOTIATION BETWEEN (A) IN THE
CASE OF SUPPLIER, THE CHIEF FINANCIAL OFFICER AND (B) IN THE CASE OF SPINCO, THE
CHIEF FINANCIAL OFFICER (COLLECTIVELY, "DESIGNATED OFFICERS").
SUCH OFFICERS
SHALL MEET AT A MUTUALLY ACCEPTABLE TIME AND PLACE (BUT IN ANY EVENT NO LATER
THAN 15 BUSINESS DAYS FOLLOWING THE EXPIRATION OF THE INITIAL NEGOTIATION
PERIOD) AND THEREAFTER AS OFTEN AS THEY REASONABLY DEEM NECESSARY FOR A PERIOD
NOT TO EXCEED 15 BUSINESS DAYS, TO ATTEMPT TO RESOLVE THE DISPUTE.
(C)
IF THE DISPUTE HAS NOT BEEN RESOLVED BY NEGOTIATION WITHIN 75
BUSINESS DAYS OF THE FIRST PARTY'S NOTICE, OR IF THE PARTIES FAILED TO MEET
WITHIN 30 BUSINESS DAYS OF THE FIRST PARTY'S NOTICE, OR IF THE DESIGNATED
OFFICERS FAILED TO MEET WITHIN 60 BUSINESS DAYS OF THE FIRST PARTY'S NOTICE,
EITHER PARTY MAY COMMENCE ANY LITIGATION OR OTHER PROCEDURE ALLOWED BY LAW.
10.15
ASSIGNMENT.
NEITHER OF THE PARTIES MAY ASSIGN OR DELEGATE ANY OF ITS
RIGHTS OR DUTIES UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER PARTY, WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD; PROVIDED THAT
SUPPLIER MAY, AT ANY TIME, ASSIGN OR DELEGATE ITS RIGHTS OR DUTIES HEREUNDER TO
ACCELRYS, INC WITHOUT OBTAINING THE CONSENT OF SPINCO.
THIS AGREEMENT SHALL BE
BINDING UPON, AND SHALL INURE TO THE BENEFIT OF, THE PARTIES AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
NOTWITHSTANDING THE FOREGOING,
SPINCO MAY, AND HEREBY GIVES NOTICE TO SUPPLIER THAT IT INTENDS TO, PLEDGE ITS
RIGHTS AND OBLIGATIONS UNDER THIS
19
AGREEMENT TO ITS LENDERS AS COLLATERAL TO SECURE INDEBTEDNESS OUTSTANDING UNDER
ITS SENIOR SECURED CREDIT FACILITY AND ALL RENEWALS, REFUNDINGS, REFINANCINGS
AND REPLACEMENTS THEREOF.
10.16
INTERPRETATION.
WORDS IN THE SINGULAR SHALL BE HELD TO INCLUDE THE
PLURAL AND VICE VERSA AND WORDS OF ONE GENDER SHALL BE HELD TO INCLUDE THE OTHER
GENDERS AS THE CONTEXT REQUIRES.
THE WORD "INCLUDING" AND WORDS OF SIMILAR
IMPORT WHEN USED IN THIS AGREEMENT MEANS "INCLUDING, WITHOUT LIMITATION," UNLESS
THE CONTEXT OTHERWISE REQUIRES OR UNLESS OTHERWISE SPECIFIED.
10.17
HEADINGS.
THE ARTICLE AND SECTION HEADINGS CONTAINED IN THIS
AGREEMENT ARE SOLELY FOR THE PURPOSE OF REFERENCE, ARE NOT PART OF THE AGREEMENT
OF THE PARTIES AND SHALL NOT IN ANY WAY AFFECT THE MEANING OR INTERPRETATION OF
THIS AGREEMENT.
*
*
*
*
*
20
IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of
the day and year first above written.
PHARMACOPEIA, INC.
By:
/s/ John J. Hanlon
Name: John J. Hanlon
Title: Chief Financial Officer
PHARMACOPEIA DRUG DISCOVERY, INC.
By:
/s/ Joseph A. Mollica, Ph.D.
Name: Joseph A. Mollica, Ph.D.
Title: President and Chief Executive Officer