patents and patent applications
under Article VI of this Agreement shall be exercised and performed by the
employees and/or agents of Schering Corporation having responsibility for
Schering Corporation's rights and obligations under Article VI of the US
Agreement, and that all such activities will be performed in a coordinated
manner.
11.20
RECORDING.
EACH PARTY SHALL HAVE THE RIGHT, AT ANY
TIME, TO RECORD, REGISTER, OR OTHERWISE NOTIFY THIS AGREEMENT IN APPROPRIATE
GOVERNMENTAL OR REGULATORY OFFICES ANYWHERE IN THE WORLD, AND EACH PARTY SHALL
PROVIDE REASONABLE ASSISTANCE TO THE OTHER IN EFFECTING SUCH RECORDING,
REGISTERING OR NOTIFYING.
THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT MAY BE
NOTIFIED BY EITHER PARTY TO THE EUROPEAN COMMUNITY FOR COMPLIANCE WITH
APPLICABLE LAWS.
11.21
FURTHER ACTIONS.
EACH PARTY AGREES TO EXECUTE,
ACKNOWLEDGE AND DELIVER SUCH FURTHER INSTRUMENTS, AND TO DO ALL OTHER ACTS, AS
MAY BE NECESSARY OR APPROPRIATE IN ORDER TO CARRY OUT THE PURPOSES AND INTENT OF
THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY FILINGS WITH ANY ANTITRUST
AGENCY WHICH MAY BE REQUIRED.
IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized
representatives of the Parties as of the date set forth below.
PHARMACOPEIA, INC.
SCHERING-PLOUGH LTD.
By:
/s/ Stephen A. Spearman
By:
/s/ David Poorvin
Title:
EVP
Title:
Prokurist
Date:
7/9/03
Date:
7/9/03
35
EXHIBIT A
CURRENCY CONVERSION
* EXHIBIT C
ELEMENTS OF FULLY ALLOCATED MANUFACTURING COSTS
THE FOLLOWING EXPENSES ARE INCLUDED IN MANUFACTURING COSTS:
1.
DIRECT MATERIALS
MATERIALS USED IN THE MANUFACTURING PROCESS THAT ARE TRACED DIRECTLY TO THE
COMPLETED PRODUCT, SUCH AS:
•
INERT RAW MATERIALS OR EXCIPIENTS
•
ACTIVE SUBSTANCES/INGREDIENTS
•
PACKAGING COMPONENTS SUCH AS BOTTLES, CAPS, LABELS, ETC.
2.
DIRECT LABOR
THE COST OF EMPLOYEES ENGAGED IN PRODUCTION ACTIVITIES THAT ARE DIRECTLY
IDENTIFIABLE WITH PRODUCT COSTS.
EXCLUDES SUPERVISION, WHICH IS INCLUDED IN
INDIRECT LABOR, AND PRODUCTION SUPPORT ACTIVITIES SUCH AS INSPECTION, PLANT AND
EQUIPMENT MAINTENANCE LABOR, AND MATERIAL HANDLING PERSONNEL.
DIRECT LABOR COST
INCLUDES:
•
BASE PAY, OVERTIME, VACATION AND HOLIDAYS, ILLNESS, PERSONAL TIME WITH PAY, AND
SHIFT DIFFERENTIAL.
•
COST OF EMPLOYEE FRINGE BENEFITS SUCH AS HEALTH AND LIFE INSURANCE, PAYROLL
TAXES, WELFARE, PENSION, PROFIT SHARING AND BONUSES.
i
3.
INDIRECT MANUFACTURING COSTS
COSTS WHICH ARE ULTIMATELY ALLOCATED TO PRODUCT BASED ON AN APPROPRIATE METHOD
SUCH AS STANDARD DIRECT LABOR HOURS, TANK HOURS, GRAMS, VIALS, ETC., OF THE
OPERATING DEPARTMENTS.
THESE COSTS INCLUDE:
•
INDIRECT PRODUCTION LABOR - SALARIES OF EMPLOYEES ENGAGED IN PRODUCTION
ACTIVITIES WHO ARE NOT CLASSIFIED AS DIRECT LABOR, INCLUDING SUPERVISION,
CLERICAL, ETC.
•
COSTS OF DIRECT LABOR - EMPLOYEES NOT UTILIZED FOR THE MANUFACTURING OF PRODUCT
SUCH AS TRAINING, DOWNTIME AND GENERAL DUTIES.
•
INDIRECT MATERIALS - SUPPLIES AND CHEMICALS WHICH ARE USED IN THE MANUFACTURING
PROCESS AND ARE NOT ASSIGNED TO SPECIFIC PRODUCTS BUT ARE INCLUDED IN
MANUFACTURING OVERHEAD COSTS.
INCLUDES SUPPLIES FOR WHICH DIRECT ASSIGNMENT TO
PRODUCTS IS NOT PRACTICAL.
•
UTILITIES - EXPENSES INCURRED FOR FUEL, ELECTRICITY AND WATER IN PROVIDING POWER
FOR PRODUCTION AND OTHER PLANT EQUIPMENT.
•
MAINTENANCE AND REPAIRS - AMOUNT OF EXPENSE