Common use of Collaboration Staffing Clause in Contracts

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 SPL 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 SPL 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 SPL 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.

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 SPL 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 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 SPL 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 SPL 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.

Collaboration Staffing. 2.5.1 Pharmacopeia Initial FTE Commitments. During *Pharmacopeia will provide * ------------------------------------ FTEs at the start of the first year of the Collaboration consisting of * chemists and * biologists (each of which shall be a * and * miscellaneous FTEs to handle Library production, engineering, decoding, quality control, etc. for the Collaboration (which miscellaneous FTEs * __________________ * CONFIDENTIAL TREATMENT REQUESTED *FTEs. During the first quarter of the 1999 calendar year, Pharmacopeia will add an additional * FTEs to the Collaboration from personnel currently assigned to work on research projects under the December 22, 1994 Collaboration Agreement between Pharmacopeia, Schering Corporation and Schering-Plough Ltd. The total number of Collaboration FTEs shall be increased to *, consisting of *synthetic/medicinal chemists ** chemists, * biologists and * miscellaneous FTEs, by the remaining *biology start of the second year of the Collaboration. Subject to the wind-down provisions set forth in Section 5.2.4, Pharmacopeia shall continue to provide * 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 SPL during any each subsequent year of the Collaboration, and/or (ii) to adjust or such other number as the allocation Parties shall agree upon in writing. With the exception of the total number of * FTEs working on responsible for support activities for the Collaboration between chemistry and biology FTEs(such as Library production, in each case as necessary to carry out the Collaboration Research Plan; providedengineering, howeverdecoding, that any such adjustments must be agreed upon by the Collaboration Committee in advance in writingquality control, shall not be made more than once in any given quarteretc.), 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 all of the Pharmacopeia chemistry FTEs assigned to work on the Collaboration *. In the event that Schering determines that it will be unable to screen the number of Discovery Libraries anticipated to be delivered in year * of the Collaboration *, Schering may, upon written notice to Pharmacopeia at least six (6) months prior to the beginning of such year, reduce the number of chemistry FTEs to be provided to the Collaboration by Pharmacopeia in such year; provided, however, that such reduction shall be in whole FTE increments, and Schering shall not so reduce the number of chemistry FTEs to be provided by Pharmacopeia to less than eighty percent (80%) of the number of Pharmacopeia chemistry FTEs assigned to the Collaboration at the time of such notice. On or before the Effective Date, Date Pharmacopeia will provide to SPL 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 's internal research programs. Within fifteen (15) business days after the Effective Date, Pharmacopeia will provide SPL 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 the* Collaboration; and (ii) Pharmacopeia’s 's written representation and warranty that all such FTEs assigned to the Collaboration have read and understand the terms of the Collaboration Business Conduct Policythat*.

Collaboration Staffing. 2.5.1 Pharmacopeia Initial FTE Commitments. During *Pharmacopeia will provide * ----------------------------------- FTEs at the start of the first year of the Collaboration consisting of * chemists and * biologists (each of which shall be a * and * miscellaneous FTEs to handle Library production, engineering, decoding, quality control, etc. for the Collaboration (which miscellaneous FTEs *FTEs. During the first quarter of the 1999 calendar year, Pharmacopeia will add an additional * FTEs to the Collaboration from personnel currently assigned to work on research projects under the December 22, 1994 Collaboration Agreement between Pharmacopeia, Schering Corporation and Schering-Plough Ltd. The total number of Collaboration FTEs shall be increased to *, consisting of *synthetic/medicinal chemists ** chemists, * biologists and * miscellaneous FTEs, by the remaining *biology start of the second year of the Collaboration. Subject to the wind-down __________________ * CONFIDENTIAL TREATMENT REQUESTED provisions set forth in Section 5.2.4, Pharmacopeia shall continue to provide * 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 SPL during any each subsequent year of the Collaboration, and/or (ii) to adjust or such other number as the allocation Parties shall agree upon in writing. With the exception of the total number of * FTEs working on responsible for support activities for the Collaboration between chemistry and biology FTEs(such as Library production, in each case as necessary to carry out the Collaboration Research Plan; providedengineering, howeverdecoding, that any such adjustments must be agreed upon by the Collaboration Committee in advance in writingquality control, shall not be made more than once in any given quarteretc.), 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 all of the Pharmacopeia chemistry FTEs assigned to work on the Collaboration * In the event that SPL determines that it will be unable to screen the number of Discovery Libraries anticipated to be delivered in year * of the Collaboration *, SPL may, upon written notice to Pharmacopeia at least six (6) months prior to the beginning of such year, reduce the number of chemistry FTEs to be provided to the Collaboration by Pharmacopeia in such year; provided, however, that such -------- ------- reduction shall be in whole FTE increments, and SPL shall not so reduce the number of chemistry FTEs to be provided by Pharmacopeia to less than eighty percent (80%) of the number of Pharmacopeia chemistry FTEs assigned to the Collaboration at the time of such notice. On or before the Effective Date, Date Pharmacopeia will provide to SPL 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 's internal research programs. Within fifteen (15) business days after the Effective Date, Pharmacopeia will provide SPL 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 '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*.

Collaboration Staffing. 2.5.1 Pharmacopeia Initial FTE Commitments. During *Pharmacopeia will provide *FTEs, consisting of *synthetic/medicinal chemists *Isis and the remaining *biology FTEs to be allocated, as determined by Lilly employees involved in the Collaboration Committee, between bioassay support for Optimization Programs and performance will conduct the research activities in a manner as required to maintain progress on the objectives of Screening Programs. The Parties agree that the Collaboration as set forth herein and in the Collaborative Research Plan. To achieve these objectives, Isis and Lilly will assign qualified employees as set forth herein and in the Collaborative Research Plan. Isis and Lilly each acknowledge that there will be a reasonable initial hiring ramp-up period before the number of Collaboration FTEs dedicated to the Collaboration reaches the level specified in the Collaborative Research Plan. Isis shall use its best efforts to ramp-up to the number of Isis Collaboration FTEs specified in the Collaborative Research Plan as soon as possible after the Effective Date. Lilly shall use its best efforts to ramp-up to the number of Lilly Collaboration FTEs specified in the Collaborative Research Plan as soon as possible after the Effective Date. By decision of the Executive Committee shall have the right to (i) increase or decrease the total number of FTEs committed to the Collaboration may be provided by Pharmacopeia and funded by SPL during any year increased or decreased from the levels specified in the Collaborative Research Plan. Upon the approval of the Joint Research Committee, each Party may place one or more employees at the other Party's facilities in order to participate in the conduct of the Collaboration. Such employee(s) shall be fully committed to the Collaboration as Collaboration FTEs. Each Party shall bear the travel, and/or (ii) to adjust lodging and meal expenses of any of its Collaboration FTEs who visit the allocation other Party's facilities as described in the preceding sentence and shall not be reimbursed by the other Party or out of the total number of FTEs working Collaboration Funds for any such expenses. Effective on the Collaboration between chemistry Restatement Date and biology FTEsuntil the expiration of the Oncology Term, in each case as necessary to carry out the therapeutic area of oncology shall be included within the Collaboration Therapeutic Areas for purposes of the Antisense Drug Discovery Program only, and Isis and Lilly will conduct the research activities set forth in that portion of the Collaborative Research Plan related to oncology (the "Oncology Research Plan") as a part of the Collaboration; provided, however, that any upon agreement of the Parties (such adjustments must agreement being noted in the Collaborative Research Plan) the therapeutic area of oncology may be agreed upon by included within the Collaboration Committee Therapeutic Areas for the purposes of the drug discovery Target Validation Program as well as the Antisense Drug Discovery Program. Promptly after the Restatement Date, Isis shall use its best efforts to ramp-up to the number of additional Isis Collaboration FTEs as specified in advance the Oncology Research Plan to carry out the objectives set forth therein as soon as possible after the Restatement Date. Lilly shall apply an appropriate number of FTEs to achieve the objectives set out for Lilly in writing, the Oncology Research Plan. FTEs applied by Lilly to carry out the work set forth in the Oncology Research Plan shall not be made more than once in any given quarter, considered to be Lilly Collaboration FTEs and such FTEs shall not *be reimbursed with Collaboration Funds. If during the Oncology Term or *in any wind down year. Pharmacopeia’s obligation extensions thereof Isis believes that Lilly is applying an insufficient number of FTEs to provide FTEs during*as well as during any extension accomplish the objectives of the Collaboration pursuant Oncology Research Plan Isis may petition the Executive Committee to Section 2.2.1 or wind down period pursuant review the Lilly effort and to Section 2.2.2, require Lilly to apply additional FTEs if necessary. Lilly shall be determined track the FTEs applied by Lilly to carry out the work as set forth in accordance with Sections 2.5.2, 2.5.3 or 2.5.4, the Oncology Research Plan and report such FTE effort to Isis on a quarterly basis as applicable. All a part of the Pharmacopeia chemistry FTEs assigned to work on the Collaboration *On or before the Effective Date, Pharmacopeia will provide to SPL 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 SPL with: (i) a copy of the Collaboration Business Conduct Policy (as described in reporting requirement under 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 Policy9.1.1.