NUMBER OF FTES TO BE
PROVIDED BY PHARMACOPEIA AND FUNDED BY SCHERING; PROVIDED THAT THE NUMBER OF
PHARMACOPEIA FTES TO BE FUNDED BY SCHERING DURING THE THIRD YEAR OF THE
COLLABORATION SHALL BE * FTES; AND PROVIDED FURTHER THAT ALL SUCH FTES SHALL BE
CHEMISTRY FTES DEDICATED TO WORK FULL TIME ON THE COLLABORATION.
2.5.3
Pharmacopeia FTE Commitments During *.
If the term
of the Collaboration is * pursuant to Section 2.2.1, Schering shall continue to
fund and Pharmacopeia shall continue to provide * FTEs during *, if applicable.
If Schering extends the Collaboration for * pursuant to Section 2.2.1, then the
level of FTE support to be provided by Pharmacopeia and funded by Schering shall
be determined by the Parties based * to be completed during *.
2.5.4
Pharmacopeia FTE Commitments *.
Schering shall
have the right (in its sole discretion) to decrease the level of FTE support to
be provided by Pharmacopeia and funded by Schering * as determined pursuant to
Section 2.2.2) * provided that the number of Pharmacopeia FTEs to be funded by
Schering during * shall be at least *; and provided further that all such FTEs
shall be chemistry FTEs dedicated to work full time on the Collaboration.
2.5.5
SCHERING FTE COMMITMENTS.
DURING THE TERM OF THE
COLLABORATION SCHERING SHALL, IN COMBINATION WITH SCHERING-PLOUGH LTD. UNDER THE
INTERNATIONAL AGREEMENT, PROVIDE A SINGLE SCIENTIFIC DIRECTOR AS SET FORTH IN
SECTION 2.4(I).
SUCH DIRECTOR SHALL BE SUBJECT TO PHARMACOPEIA'S
CONFIDENTIALITY RESTRICTIONS SUCH AS LIMITED ACCESS TO LABORATORIES AND ACCESS
ONLY TO DATA THAT SPECIFICALLY RELATE TO THE COLLABORATION.
IT IS UNDERSTOOD
THAT THE SCIENTIFIC DIRECTOR SHALL REMAIN AN EMPLOYEE OF SCHERING, AND THAT
SCHERING SHALL REMAIN RESPONSIBLE FOR, AND INDEMNIFY PHARMACOPEIA FOR ANY CLAIMS
ARISING FROM OR RELATING TO, THE CONDUCT, ACTIVITIES, SALARY AND BENEFITS OF
SUCH DIRECTOR, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF PHARMACOPEIA.
IN ADDITION, SCHERING SHALL PROVIDE SUCH ADDITIONAL
FTES LOCATED AT SCHERING'S RESEARCH FACILITIES AS SCHERING DETERMINES, IN ITS
SOLE DISCRETION, ARE REASONABLY NECESSARY TO SUPPORT THE ONGOING RESEARCH
PROGRAMS OF THE COLLABORATION, INCLUDING, WITHOUT LIMITATION, ASSAY DEVELOPMENT,
SCREENING, MEDICINAL CHEMISTRY, ANALYTICAL SERVICES AND ANIMAL TESTING SERVICES.
2.6
CAPITAL EXPENDITURES.
IN THE EVENT THAT THE
PARTIES REASONABLY DETERMINE THAT ONE OR MORE OPTIMIZATION PROGRAMS TO BE
PERFORMED AT PHARMACOPEIA, AS IDENTIFIED IN THE APPLICABLE COLLABORATION
RESEARCH PLAN, WILL REQUIRE CAPITAL EXPENDITURES TO PROVIDE PHARMACOPEIA WITH
ACCESS TO SPECIALIZED EQUIPMENT NEEDED TO PERFORM SUCH OPTIMIZATION PROGRAM,
SCHERING SHALL BE RESPONSIBLE (AT ITS EXPENSE) FOR THE PURCHASE OF SUCH
SPECIALIZED EQUIPMENT, AND FOR PURCHASING, OR REIMBURSING PHARMACOPEIA FOR THE
OUT-OF-POCKET COSTS OF, ANY SPECIALIZED CONSUMABLES THAT ARE UNIQUELY NECESSARY
FOR THE PROPER OPERATION OF SUCH SPECIALIZED EQUIPMENT.
THE PARTIES WILL MAKE
ARRANGEMENTS FOR THE DELIVERY AND INSTALLATION OF SUCH SPECIALIZED EQUIPMENT AT
PHARMACOPEIA'S FACILITIES; PROVIDED THAT THE SPECIALIZED EQUIPMENT IS AND SHALL
REMAIN THE SOLE AND EXCLUSIVE PROPERTY OF SCHERING.
PHARMACOPEIA SHALL HAVE THE
RIGHT TO UTILIZE THE SPECIALIZED EQUIPMENT IN PERFORMANCE OF OPTIMIZATION
PROGRAMS AND SHALL