Common use of Collaboration Staffing Clause in Contracts

Collaboration Staffing. 2.5.1 Pharmacopeia FTE Commitments. 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 *. 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 * chemists, * biologists and * miscellaneous FTEs, by the 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 the Collaboration during each subsequent year of the Collaboration, or such other number as the Parties shall agree upon in writing. With the exception of the * FTEs responsible for support activities for the Collaboration (such as Library production, engineering, decoding, quality control, etc.), all of the Pharmacopeia 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 Pharmacopeia will provide to Schering a list individually identifying those Pharmacopeia 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. It is understood that, in the aggregate, the education, training and experience levels of 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; and (ii) Pharmacopeia's written representation and warranty that*.

Collaboration Staffing. 2.5.1 Pharmacopeia Initial FTE Commitments. During * Pharmacopeia will provide * ------------------------------------ FTEs, consisting of synthetic/medicinal chemists * and the remaining * biology FTEs at the start of the first year of to be allocated, as determined by the Collaboration consisting Committee, between bioassay support for Optimization Programs and performance of * chemists and * biologists (each of which shall be a * and * miscellaneous FTEs to handle Library production, engineering, decoding, quality control, etcScreening Programs. for The Parties agree that the Collaboration Committee shall have the right to (which miscellaneous FTEs * __________________ * CONFIDENTIAL TREATMENT REQUESTED *. During i) increase or decrease 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 * chemists, * biologists and * miscellaneous FTEs, by the 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 the Collaboration be provided by Pharmacopeia and funded by Schering during each subsequent any year of the Collaboration, or 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 other number as adjustments must be agreed upon by the Parties shall agree upon 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. With the exception Pharmacopeia’s obligation to provide FTEs during * as well as during any extension of the * FTEs responsible for support activities for the Collaboration (such 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 Library production, engineering, decoding, quality control, etc.), all applicable. 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 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 Schering with: (i) a copy of the* 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*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 FTE Commitments. 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 *. 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 * chemists, * biologists and * miscellaneous FTEs, by the 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 the Collaboration during each subsequent year of the Collaboration, or such other number as the Parties shall agree upon in writing. With the exception of the * FTEs responsible for support activities for the Collaboration (such as Library production, engineering, decoding, quality control, etc.), all of the Pharmacopeia FTEs assigned to work on the Collaboration *. * In the event that Schering SPL determines that it will be unable to screen the number of Discovery Libraries anticipated to be delivered in year * of the Collaboration *, Schering 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 Schering 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 Pharmacopeia will provide to Schering SPL a list individually identifying those Pharmacopeia 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. It is understood that, in the aggregate, the education, training and experience levels of 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 SPL with: (i) a copy of thethe * Collaboration; and (ii) Pharmacopeia's written representation and warranty thatthat *.

Collaboration Staffing. 2.5.1 Pharmacopeia Initial FTE Commitments. During *Pharmacopeia will provide * ------------------------------------ *FTEs, consisting of *synthetic/medicinal chemists *and the remaining *biology FTEs at the start of the first year of to be allocated, as determined by the Collaboration consisting Committee, between bioassay support for Optimization Programs and performance of * chemists and * biologists (each of which shall be a * and * miscellaneous FTEs to handle Library production, engineering, decoding, quality control, etcScreening Programs. for The Parties agree that the Collaboration Committee shall have the right to (which miscellaneous FTEs * __________________ * CONFIDENTIAL TREATMENT REQUESTED *. During i) increase or decrease 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 * chemists, * biologists and * miscellaneous FTEs, by the 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 the Collaboration be provided by Pharmacopeia and funded by SPL during each subsequent any year of the Collaboration, or 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 other number as adjustments must be agreed upon by the Parties shall agree upon 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. With the exception Pharmacopeia’s obligation to provide FTEs during*as well as during any extension of the * FTEs responsible for support activities for the Collaboration (such 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 Library production, engineering, decoding, quality control, etc.), all applicable. 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 Schering 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 Schering SPL with: (i) a copy of the* 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 thatthat all such FTEs assigned to the Collaboration have read and understand the terms of the Collaboration Business Conduct Policy. 2.5.2 Pharmacopeia FTE Commitments for * In the event that during *the Parties have initiated, or SPL has agreed to initiate, *Optimization Programs *then Pharmacopeia shall continue to provide, and SPL will continue to fund, *FTEs during *If at least *then SPL shall have the right (in its sole discretion) to reduce the number of FTEs to be provided by Pharmacopeia and funded by SPL; provided that the number of Pharmacopeia FTEs to be funded by SPL 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.

Collaboration Staffing. 2.5.1 Pharmacopeia Initial FTE Commitments. During *Pharmacopeia will provide * ------------------------------------ *FTEs, consisting of *synthetic/medicinal chemists *and the remaining *biology FTEs at the start of the first year of to be allocated, as determined by the Collaboration consisting Committee, between bioassay support for Optimization Programs and performance of * chemists and * biologists (each of which shall be a * and * miscellaneous FTEs to handle Library production, engineering, decoding, quality control, etcScreening Programs. for The Parties agree that the Collaboration Committee shall have the right to (which miscellaneous FTEs * __________________ * CONFIDENTIAL TREATMENT REQUESTED *. During i) increase or decrease 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 * chemists, * biologists and * miscellaneous FTEs, by the 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 the Collaboration be provided by Pharmacopeia and funded by SPL during each subsequent any year of the Collaboration, or 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 other number as adjustments must be agreed upon by the Parties shall agree upon 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. With the exception Pharmacopeia’s obligation to provide FTEs during*as well as during any extension of the * FTEs responsible for support activities for the Collaboration (such 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 Library production, engineering, decoding, quality control, etc.), all applicable. 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 Schering 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 Schering SPL with: (i) a copy of the* 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 thatthat all such FTEs assigned to the Collaboration have read and understand the terms of the Collaboration Business Conduct Policy. 2.5.2 Pharmacopeia FTE Commitments for *In the event that during *the Parties have initiated, or SPL has agreed to initiate, *Optimization Programs *then Pharmacopeia shall continue to provide, and SPL will continue to fund, *FTEs during *If at least *then SPL shall have the right (in its sole discretion) to reduce the number of FTEs to be provided by Pharmacopeia and funded by SPL; provided that the number of Pharmacopeia FTEs to be funded by SPL 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.