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 REMAINING * BIOLOGY FTES TO BE ALLOCATED, AS DETERMINED BY THE
COLLABORATION COMMITTEE, BETWEEN BIOASSAY SUPPORT FOR OPTIMIZATION PROGRAMS AND
PERFORMANCE OF SCREENING PROGRAMS.
THE PARTIES AGREE THAT THE COLLABORATION
COMMITTEE SHALL HAVE THE RIGHT TO (I) INCREASE OR DECREASE THE TOTAL NUMBER OF
FTES TO BE PROVIDED BY PHARMACOPEIA AND FUNDED BY SCHERING DURING ANY YEAR OF
THE COLLABORATION, AND/OR (II) TO ADJUST THE ALLOCATION OF THE TOTAL NUMBER OF
FTES WORKING ON THE COLLABORATION BETWEEN CHEMISTRY AND BIOLOGY FTES, IN EACH
CASE AS NECESSARY TO CARRY OUT THE COLLABORATION RESEARCH PLAN; PROVIDED,
HOWEVER, THAT ANY SUCH ADJUSTMENTS MUST BE AGREED UPON BY THE COLLABORATION
COMMITTEE IN ADVANCE IN WRITING, SHALL NOT BE MADE MORE THAN ONCE IN ANY GIVEN
QUARTER, AND SHALL NOT * OR * IN ANY WIND DOWN YEAR.
PHARMACOPEIA'S OBLIGATION
TO PROVIDE FTES DURING * AS WELL AS DURING ANY EXTENSION OF THE COLLABORATION
PURSUANT TO SECTION 2.2.1 OR WIND DOWN PERIOD PURSUANT TO SECTION 2.2.2, SHALL
BE DETERMINED IN ACCORDANCE WITH SECTIONS 2.5.2, 2.5.3 OR 2.5.4, AS APPLICABLE.
ALL OF THE PHARMACOPEIA CHEMISTRY FTES ASSIGNED TO WORK ON THE COLLABORATION *
ON OR BEFORE THE EFFECTIVE DATE, PHARMACOPEIA WILL PROVIDE TO SCHERING A LIST
INDIVIDUALLY IDENTIFYING THOSE PHARMACOPEIA CHEMISTRY FTES ASSIGNED TO THE
COLLABORATION, WHICH LIST SHALL BE UPDATED FROM TIME TO TIME DURING THE TERM OF
THE COLLABORATION AS FTES ASSIGNED TO WORK EXCLUSIVELY FOR THE COLLABORATION ARE
ADDED, REMOVED AND/OR REPLACED.
DURING THE TERM OF THE COLLABORATION, UPON
INITIATING EACH OPTIMIZATION PROGRAM, PHARMACOPEIA WILL ALSO INDIVIDUALLY
IDENTIFY A BIOLOGY FTE AS THE PRIMARY CONTACT AT PHARMACOPEIA FOR THE
PERFORMANCE OF ASSAYS AND OTHER BIOLOGY RELATED ACTIVITIES FOR SUCH OPTIMIZATION
PROGRAM, IT BEING UNDERSTOOD THAT SUCH INDIVIDUALS MAY HAVE RESPONSIBILITY FOR
MORE THAN ONE OPTIMIZATION PROGRAM.
IT IS UNDERSTOOD THAT, IN THE AGGREGATE,
THE EDUCATION, TRAINING AND EXPERIENCE LEVELS OF ALL PHARMACOPEIA FTES ASSIGNED
TO THE COLLABORATION WILL BE REASONABLY REPRESENTATIVE OF PHARMACOPEIA EMPLOYEES
WORKING ON PHARMACOPEIA'S INTERNAL RESEARCH PROGRAMS.
WITHIN FIFTEEN (15)
BUSINESS DAYS AFTER THE EFFECTIVE DATE, PHARMACOPEIA WILL PROVIDE SCHERING WITH:
(I) A COPY OF THE COLLABORATION BUSINESS CONDUCT POLICY (AS DESCRIBED IN
SECTION 7.6) TO BE OBSERVED BY ALL PHARMACOPEIA FTES ASSIGNED TO WORK ON THE
COLLABORATION; AND (II) PHARMACOPEIA'S WRITTEN REPRESENTATION AND WARRANTY THAT
ALL SUCH FTES ASSIGNED TO THE COLLABORATION HAVE READ AND UNDERSTAND THE TERMS
OF THE COLLABORATION BUSINESS CONDUCT POLICY.
9
2.5.2
PHARMACOPEIA FTE COMMITMENTS FOR *.
IN THE EVENT
THAT DURING *THE PARTIES HAVE INITIATED, OR SCHERING HAS AGREED TO INITIATE, *
OPTIMIZATION PROGRAMS * THEN PHARMACOPEIA SHALL CONTINUE TO PROVIDE, AND
SCHERING WILL CONTINUE TO FUND, * FTES DURING *IF AT LEAST * THEN SCHERING SHALL
HAVE THE RIGHT (IN ITS SOLE DISCRETION) TO REDUCE THE