herein to the contrary: (i) the
Collaboration shall be limited to a total *of three (3) years with the third
year being a wind down year in which Schering shall only be obligated to fund *
chemists, as provided in Section 2.5.2; and (ii) the number of FTEs to be funded
during *, consisting of * chemistry FTEs and * biology FTEs, to conduct the
Optimization Programs * In the event that following such early termination of
the Screening Programs by Schering, or during any other wind down period under
Section 2.2.2, Pharmacopeia undertakes any new Optimization Programs based upon
Lead Compounds which are Schering Compounds ("Wind Down Programs"), then
notwithstanding anything herein to the contrary, Pharmacopeia shall be entitled
to receive milestone payments with respect to any new Agreement Compounds
resulting from such Wind Down Programs under Section 5.4.1(a), but shall not be
entitled to receive any royalty payments under Section 5.5 on sales of any
Agreement Products containing an Agreement Compound resulting from such Wind
Down Programs or with respect to any pharmaceutical products containing a
Schering Compound having primary activity against the Target which was the
subject of the Wind Down Program.
2.3
PHARMACOPEIA RESPONSIBILITIES.
PHARMACOPEIA
SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE:
(I)
THE NUMBER OF SCIENTIST FTES AGREED TO BY THE
PARTIES, AS SET FORTH IN SECTION 2.5, AND SUCH ADDITIONAL SCIENTISTS AS MAY BE
MUTUALLY AGREED TO IN WRITING BY THE PARTIES AND PAID FOR BY SCHERING, FOR
PERFORMANCE OF THE COLLABORATION DURING EACH YEAR OF THE COLLABORATION (IT BEING
UNDERSTOOD AND AGREED THAT FTES PROVIDED BY PHARMACOPEIA FOR THE COLLABORATION
UNDER THE INTERNATIONAL AGREEMENT SHALL ALSO BE DEEMED TO BE PROVIDED TO THIS
COLLABORATION FOR PURPOSES OF DETERMINING THE NUMBER OF FTES PROVIDED BY
PHARMACOPEIA HEREUNDER);
8
(II)
RESEARCH FACILITIES, LABORATORIES AND EQUIPMENT
SUFFICIENT TO ENABLE THE COLLABORATION SCIENTISTS (INCLUDING PHARMACOPEIA
EMPLOYEES AND ONE (1) SCHERING EMPLOYEE TO BE PROVIDED PURSUANT TO
SECTION 2.4(I)) TO PERFORM THE COLLABORATION IN A FASHION SIMILAR TO THE
OPERATION OF PHARMACOPEIA'S OWN OPERATIONS.
THE CHEMISTRY FTES SHALL WORK IN
DEDICATED LABORATORIES AT PHARMACOPEIA'S RESEARCH FACILITIES IN NEW JERSEY; AND
(III)
ADMINISTRATIVE SERVICES NECESSARY TO CONDUCT THE
BUSINESS OF THE COLLABORATION IN A MANNER COMPARABLE TO THAT OF PHARMACOPEIA'S
OWN BUSINESS ACTIVITIES.
It is understood and agreed that, except as may be mutually agreed by the
Parties, Pharmacopeia shall not be obligated hereunder to conduct research or
development activities in the Collaboration which are outside the scope of the
Collaboration Research Plan or the Screening Programs.
2.4
SCHERING RESPONSIBILITIES.
SCHERING SHALL
PROVIDE RESEARCH FUNDING FOR THE COLLABORATION AS SET FORTH IN SECTION 5.2 AND
SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE:
(I)
ONE SCIENTIFIC DIRECTOR PROVIDED BY SCHERING, IN
COMBINATION WITH SCHERING-PLOUGH, LTD., TO WORK FULL-TIME ON THE COLLABORATION
MANAGING THE DAY-TO-DAY OPERATIONS OF THE COLLABORATION (THE "COLLABORATION
DIRECTOR");
(II)
ADDITIONAL SUPPORT FOR COLLABORATION RESEARCH
PROJECTS, INCLUDING, WITHOUT LIMITATION, SCIENTISTS, FACILITIES AND MATERIALS TO
PERFORM BIOLOGICAL RESEARCH TO IDENTIFY TARGETS, ASSAY DEVELOPMENT, COMPOUND
SCREENING, MEDICINAL CHEMICAL RESEARCH