Confidential Disclosure Agreement. Notwithstanding any provision of this Agreement to the contrary, any confidential disclosure agreement previously executed by the Company and the Investor in connection with the transactions contemplated by this Agreement shall remain in full force and effect in accordance with its terms following the execution of this Agreement and the consummation of the transactions contemplated hereby.
Confidential Disclosure Agreement. Notwithstanding any provision of this Agreement to the contrary, any confidential disclosure agreement previously executed by the Company and the Investor in connection with the transactions contemplated by this Agreement shall remain in full force and effect in accordance with its terms following the execution of this Agreement and the consummation of the transactions contemplated hereby. EXHIBIT A PHARMACOPEIA STOCK CERTIFICATE QUESTIONNAIRE Pursuant to Section 5 of the Agreement, please provide us with the following information:
1. The exact name that your Shares are to be ----------------------------- registered in (this is the name that will appear on your stock certificate(s)). You may use a nominee name if appropriate:
2. The relationship between the Investor and ----------------------------- the registered holder listed in response to item 1 above:
3. The mailing address of the registered holder ----------------------------- listed in response to item 1 above:
4. The Social Security Number or Tax ----------------------------- Identification Number of the registered holder listed in the response to item 1 above: EXHIBIT B PHARMACOPEIA, INC. INVESTOR QUESTIONNAIRE (ALL INFORMATION WILL BE TREATED CONFIDENTIALLY) To: Pharmacopeia, Inc. This Investor Questionnaire ("Questionnaire") must be completed by each potential investor in connection with the offer and sale of the shares of the common stock, par value $0.001 per share, of Pharmacopeia, Inc. (the "Securities"). The Securities are being offered and sold by Pharmacopeia, Inc. (the "Corporation") without registration under the Securities Act of 1933, as amended (the "Act"), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(2) of the Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation must determine that a potential investor meets certain suitability requirements before offering or selling Securities to such investor. The purpose of this Questionnaire is to assure the Corporation that each investor will meet the applicable suitability requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemption from registration is based in part on the information herein supplied. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. Your answers will ...
Confidential Disclosure Agreement. Notwithstanding any provision of this Agreement to the contrary, the confidentiality provision contained on the cover page of this document shall remain in full force and effect in accordance with its terms following the execution of this Agreement and the consummation of the transactions contemplated hereby; provided, that the confidentiality obligations set forth in any such confidential disclosure agreement shall not apply to any information that is part of the public knowledge or literature (other than by reason of a breach of such confidential disclosure agreement).
Confidential Disclosure Agreement. Each Party hereby agrees that it and each of its Affiliates shall be bound by the terms and provisions of the Confidential Disclosure Agreement, dated December 10th, 2012 between the Parties (as amended, the “CDA”) which is hereby incorporated by reference herein and shall continue in full force and effect until the Closing, at which time such CDA and the obligations of the parties under this Section 3.1.1 shall terminate. If this Agreement is, for any reason, terminated prior to the Closing, the CDA shall continue in full force and effect in respect of any Confidential Information (as defined in the CDA), which shall include the existence of this Agreement and the terms and conditions hereof, in accordance with its terms. The restrictions imposed on each Party under this Section 3.1.1 are not intended, and shall not be construed, to prohibit a Party from identifying the other Party in its internal business communications, provided that any Confidential Information in such communications remains subject to this Section 3.1.1 and the CDA.
Confidential Disclosure Agreement. Confidential Disclosure Agreement" has the meaning set forth in Section 1.3(c) hereof.
Confidential Disclosure Agreement. The parties acknowledge that communications between and among them may also be governed by that certain Confidential Disclosure Agreement entered between the parties, dated effective as of April 9, 2004.
Confidential Disclosure Agreement. Confidential Disclosure Agreement" shall mean that certain Confidential Disclosure Agreement to be entered into between the Parties.
Confidential Disclosure Agreement. Confidential Disclosure Agreement" shall mean that certain Confidential Disclosure Agreement, dated as of the date hereof, between the Parties.
Confidential Disclosure Agreement. If Company and Penn entered into one or more Confidential Disclosure Agreements prior to the Effective Date, then such agreements will continue to govern the protection of confidential information under this Agreement, and each Affiliate and sublicensee of Company will be bound to Company’s obligations under such agreements.
Confidential Disclosure Agreement. Within thirty (30) days of the Effective Date, the Executive shall execute a Confidential Disclosure Agreement as a condition of employment with the Company on the Company’s customary form in addition to any other customary and typical agreements that executive employees enter into and execute. In addition to those terms and provisions agreed to by the Parties in the Confidential Disclosure Agreement, the Executive acknowledges and agrees:
A. Confidential Information includes, in addition to the definition set out in the Confidential Disclosure Agreement, all proprietary information that has or could have commercial value or other utility in the business in which the Company Parties are engaged or contemplates engaging, and all proprietary information the unauthorized disclosure of which could be detrimental to the interests of the Company and the other Company Parties. Whether or not such information is specifically labeled as Confidential Information is not determinative. By way of example and without limitation, Confidential Information includes any and all information developed, obtained or owned by the Company and/or its subsidiaries, affiliates, or licensees concerning trade secrets, techniques, know-how (including designs, plans, procedures, processes and research records), software, computer programs, innovations, discoveries, improvements, research, development, test results, reports, specifications, data, formats, marketing data and plans, business plans, strategies, forecasts, unpublished financial information, orders, agreements and other forms of documents, price and cost information, merchandising opportunities, expansion plans, designs, store plans, budgets, projections, customer, supplier and subcontractor identities, characteristics and agreements, and salary, staffing and employment information;
B. That upon leaving the Company’s employ, the Executive shall not take with the Executive any software, computer programs, disks, tapes, research, development, strategies, designs, reports, study, memoranda, books, papers, plans, information, letters, e-mails, or other documents or data reflecting any Confidential Information of the Company, its subsidiaries, affiliates or licensees; provided, that the Executive shall be entitled to keep his mobile phone(s), tablet device(s) and laptop(s) or other computer equipment after the Company is given the opportunity to delete confidential or proprietary information thereon;
C. While employed by the Compa...
