DEMAND BY
SCHERING CONCERNING A PHARMACOPEIA LICENSE TO A THIRD PARTY OF A PATENT
APPLICATION OWNED OR CO-OWNED BY PHARMACOPEIA, PHARMACOPEIA SHALL, TO THE EXTENT
IT MAY DO SO WITHOUT BREACHING ANY CONTRACTUAL OR OTHER LEGAL OBLIGATION,
PROVIDE SCHERING WITH A STATEMENT EXPLAINING WHY THE INVENTION(S) CLAIMED IN THE
PATENT APPLICATION OR TECHNOLOGY LICENSED TO SUCH THIRD PARTY IS INDEPENDENT OF
PHARMACOPEIA'S ACTIVITIES IN THE COLLABORATION.
SUCH STATEMENT SHALL BE
SUPPORTED BY WRITTEN RECORDS KEPT IN THE ORDINARY COURSE OF BUSINESS CONSISTENT
WITH PHARMACEUTICAL INDUSTRY STANDARDS, PROVIDED THAT SUCH RECORDS NEED NOT BE
PROVIDED TO SCHERING AT THE TIME OF PROVIDING SUCH STATEMENT, BUT MAY HAVE TO BE
16
PROVIDED PURSUANT TO SECTION 11.3.
SUCH INFORMATION SHALL BE DEEMED
CONFIDENTIAL INFORMATION OF PHARMACOPEIA PURSUANT TO THIS AGREEMENT.
4.5
COLLABORATION RESEARCH ACTIVITIES.
SCHERING
AGREES TO GRANT, AND HEREBY GRANTS, TO PHARMACOPEIA A ROYALTY-FREE,
NON-EXCLUSIVE LICENSE UNDER (I) SCHERING'S INTEREST IN THE COLLABORATION
TECHNOLOGY, AND (II) ANY SCHERING TECHNOLOGY WHICH SCHERING, IN ITS SOLE
DISCRETION, REASONABLY DETERMINES IS NECESSARY OR USEFUL FOR PHARMACOPEIA'S
PERFORMANCE OF THE COLLABORATION, IN EACH CASE TO USE DURING THE TERM OF THE
COLLABORATION AND SOLELY IN PERFORMANCE OF THE COLLABORATION.
PHARMACOPEIA WILL
NOT BE REQUIRED TO PAY ANY FEES TO USE SUCH INTELLECTUAL PROPERTY, BUT WILL AS A
CONDITION PRECEDENT TO SUCH USE EXECUTE ANY CONSENTS OR SUBLICENSES REQUIRED BY
ANY SCHERING LICENSOR.
PHARMACOPEIA SHALL NOT BE REQUIRED TO EXECUTE ANY
UNREASONABLE CONSENTS OR LICENSES AND WILL NOT BE IN BREACH OF THIS AGREEMENT
FOR FAILURE TO DO SO.
4.6
*
4.7
No Other Products.
Neither Schering nor its
Affiliates or Sublicensees shall commercialize any Hit, Lead Compound which is a
Hit, Derivative Compound, Schering Derivative or other composition of matter
claimed in a Collaboration Patent Right, other than as an Agreement Product in
accordance with this Agreement.
ARTICLE V
PAYMENTS
5.1
PAYMENTS BY SCHERING.
IN PARTIAL
CONSIDERATION FOR PHARMACOPEIA'S CONDUCTING RESEARCH ACTIVITIES IN THE
COLLABORATION AND THE RIGHTS AND LICENSES GRANTED TO SCHERING HEREIN, SCHERING
AGREES TO PAY TO PHARMACOPEIA THE AMOUNTS SET FORTH IN SECTIONS 5.2, 5.3, 5.4
AND 5.5.
*
5.2
COLLABORATION FUNDING.
5.2.1
FUNDING DURING YEAR ONE.
SCHERING SHALL PAY TO
PHARMACOPEIA RESEARCH FUNDING FOR THE COLLABORATION AT A RATE OF * PER FTE PER
YEAR DURING THE FIRST YEAR OF THE COLLABORATION BASED UPON THE ACTUAL NUMBER OF
PHARMACOPEIA FTES ASSIGNED TO THE COLLABORATION AS SET FORTH IN SECTION 2.5.1,
PLUS ANY ADDITIONAL FTES (IF ANY) AGREED UPON BY THE PARTIES UNDER
SECTION 2.3(I).
5.2.2
Funding During Subsequent Years.
Schering shall
pay to Pharmacopeia research funding for the Collaboration at an adjusted rate
per FTE during the second year and each subsequent year of the Collaboration,
based upon the actual number of Pharmacopeia FTEs assigned to the Collaboration
in such year in accordance with Sections 2.5.2, 2.5.3 or 2.5.4 (as applicable),
plus any additional FTEs (if any) agreed upon by the Parties under
Section 2.3(i).
The adjusted rate to be applied in each such year shall be *
5.2.3
MANNER OF