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 SPL, 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 SPL, 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 US AGREEMENT SHALL ALSO BE DEEMED TO BE PROVIDED TO THIS COLLABORATION
FOR PURPOSES OF DETERMINING THE NUMBER OF FTES PROVIDED BY PHARMACOPEIA
HEREUNDER);
(II)
RESEARCH FACILITIES, LABORATORIES AND EQUIPMENT
SUFFICIENT TO ENABLE THE COLLABORATION SCIENTISTS (INCLUDING PHARMACOPEIA
EMPLOYEES AND ONE (1) SPL 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.
8
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
SPL RESPONSIBILITIES.
SPL 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 SPL, IN
COMBINATION WITH SCHERING CORPORATION, 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 AND ANALYTICAL SUPPORT SERVICES; AND
(III)
THE RESEARCH MATERIALS, PROCEDURES AND SCHERING
KNOW-HOW NECESSARY TO CONDUCT THE SCREENING PROGRAMS, AS PROVIDED IN
SECTION 2.8.
2.5
COLLABORATION STAFFING.
2.5.1
PHARMACOPEIA INITIAL FTE COMMITMENTS.
DURING *PHARMACOPEIA WILL PROVIDE *FTES, CONSISTING OF *SYNTHETIC/MEDICINAL
CHEMISTS *AND THE