AFTER RECEIPT OF SUCH WRITTEN CERTIFICATION.
IF FOLLOWING RECEIPT OF SUCH
CERTIFICATION, SPL PROVIDES WRITTEN NOTICE RESCINDING ITS DECISION TO TERMINATE
THE COLLABORATION WITHIN SUCH THIRTY (30) DAY PERIOD, THEN NONE OF THE
PROVISIONS OF SECTION 10.6 SHALL APPLY AND THE COLLABORATION SHALL CONTINUE
UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT AS IF SPL HAD NEVER PROVIDED
ANY NOTICE OF TERMINATION UNDER SECTION 10.4.2.
HOWEVER, IF FOLLOWING RECEIPT
OF SUCH CERTIFICATION, SPL DOES NOT PROVIDE WRITTEN NOTICE RESCINDING ITS
DECISION TO TERMINATE THE COLLABORATION WITHIN SUCH THIRTY (30) DAY PERIOD, THEN
THE COLLABORATION SHALL TERMINATE UPON EXPIRATION OF THE NINETY (90) DAY PERIOD
FOLLOWING SPL'S NOTICE OF TERMINATION UNDER SECTION 10.4.2, AND THE PROVISIONS
OF SECTION 10.6.5(I) AND (II) SHALL APPLY, BUT THE PROVISIONS OF
SECTION 10.6.5(III) SHALL NOT APPLY.
FOR PURPOSES OF CLARITY AND AVOIDANCE OF
DOUBT, THE PARTIES AGREE THAT WRITTEN NOTICE PROVIDED BY SCHERING CORPORATION
RESCINDING A DECISION BY SCHERING CORPORATION TO TERMINATE THE COLLABORATION
UNDER THE CORRESPONDING PROVISIONS OF THE US AGREEMENT SHALL ALSO BE DEEMED
NOTICE BY SPL UNDER THIS AGREEMENT.
10.5
CONCURRENT TERMINATION WITH THE US AGREEMENT.
IN
THE EVENT OF ANY TERMINATION OF THE US AGREEMENT BY EITHER PHARMACOPEIA OR
SCHERING CORPORATION UNDER THE PROVISIONS OF SECTIONS 10.2, 10.3 OR 10.4
THEREOF, AS APPLICABLE, THIS AGREEMENT SHALL AUTOMATICALLY TERMINATE
CONCURRENTLY UNDER THE CORRESPONDING SECTION 10.2, 10.3 OR 10.4 OF THIS
AGREEMENT.
10.6
EFFECT OF TERMINATION.
10.6.1
ACCRUED OBLIGATIONS.
TERMINATION OF THIS AGREEMENT FOR
ANY REASON SHALL NOT RELIEVE THE PARTIES FROM ANY LIABILITY WHICH AT THE TIME OF
SUCH TERMINATION HAS ALREADY ACCRUED TO THE OTHER PARTY, OR WHICH IS
ATTRIBUTABLE TO A PERIOD PRIOR TO SUCH TERMINATION, NOR PRECLUDE EITHER PARTY
FROM PURSUING ALL RIGHTS AND REMEDIES IT MAY HAVE HEREUNDER OR AT LAW OR IN
EQUITY WITH RESPECT TO ANY BREACH OF THIS AGREEMENT.
10.6.2
RETURN OF MATERIALS.
UPON ANY TERMINATION OF THIS
AGREEMENT, SPL AND PHARMACOPEIA SHALL PROMPTLY RETURN TO THE OTHER PARTY ALL
CONFIDENTIAL INFORMATION (INCLUDING WITHOUT LIMITATION ALL EXISTING SCHERING
KNOW-HOW OR EXISTING PHARMACOPEIA KNOW-HOW, AS THE CASE MAY BE) AS SET FORTH IN
SECTION 7.3.
10.6.3
EFFECT ON AGREEMENT PRODUCTS.
IN THE EVENT THAT TWO (2)
OR MORE AGREEMENT COMPOUNDS AND/OR AGREEMENT PRODUCTS ARE BEING DEVELOPED AND/OR
COMMERCIALLY EXPLOITED BY SPL, ITS AFFILIATES OR SUBLICENSEES UNDER THIS
AGREEMENT AND A BREACH ENTITLING PHARMACOPEIA TO TERMINATE THIS AGREEMENT OCCURS
WHICH RELATES SOLELY TO A SINGLE AGREEMENT COMPOUND OR AGREEMENT PRODUCT, THEN
PHARMACOPEIA SHALL HAVE THE OPTION TO TERMINATE THIS AGREEMENT ONLY WITH RESPECT
TO THE APPLICABLE AGREEMENT COMPOUND OR AGREEMENT PRODUCT, AND IN WHICH CASE ALL
OF THE TERMS OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT WITH REGARD
TO THE OTHER AGREEMENT COMPOUNDS AND/OR AGREEMENT PRODUCTS BEING DEVELOPED AND
COMMERCIALIZED.
IN THE EVENT THIS AGREEMENT IS TERMINATED WITH RESPECT TO A
GIVEN AGREEMENT PRODUCT, SPL SHALL HAVE THE RIGHT TO CONTINUE TO SELL ITS
REMAINING INVENTORY OF SUCH AGREEMENT PRODUCT
30
FOR A PERIOD OF UP TO SIX (6) MONTHS AFTER THE DATE