Common use of Performance of Optimization Programs Clause in Contracts

Performance of Optimization Programs. The first Optimization Programs to be performed under this Agreement are the ongoing research programs for Optimization Libraries (as defined in the 1998 Agreements) listed in Exhibit D, which shall be subject to the terms and conditions of Section 2.0. All new Optimization Programs to be initiated by the Parties after the Effective Date shall be programs based upon Lead Compounds selected under the terms and conditions of this Agreement and Section 2.0 shall not apply to any such new Optimization Programs. It is anticipated that the Parties will generally seek to maintain *ongoing Optimization Programs during each year of the Collaboration in which SPL is funding research at the full level of *FTEs in accordance with Section 2.5; provided, however, that the Parties acknowledge that the actual number of ongoing Optimization Programs at any given time may vary and shall be subject in part to Pharmacopeia’s success in identifying Hits from Screening Programs. If the Parties are unable to maintain *of Optimization Programs based upon Lead Compounds which are Hits from Screening Programs, SPL will use commercially reasonable efforts to approve and initiate new Optimization Programs based upon Lead Compounds which are Schering Compounds as necessary in order maintain a reasonable number of ongoing Optimization Programs based upon the available Pharmacopeia FTEs working on the Collaboration; provided, however, failure by SPL to provide Lead Compounds which are Schering Compounds shall not constitute a breach under this Agreement. If SPL ceases funding the Collaboration at the full level in *in accordance with Sections 2.5.2, 2.5.3 and 2.5.4, then SPL will not be obligated to initiate any new Optimization Programs *The Collaboration Committee shall be responsible for allocation of the FTEs and other resources among the various Optimization Programs selected by SPL. This will include allocation of the medicinal chemistry FTEs, as well as additional FTEs to provide bioassay support, as necessary, for each Optimization Program to generate primary assay data for Lead Compounds and Derivative Compounds. In the event that all FTEs are fully allocated among the various ongoing Optimization Programs, any new Optimization Programs will be initiated as resources become available within the Collaboration, based upon prioritization determined by SPL. Any delay in initiating an Optimization Program based upon a Lead Compound which is a Hit from a Screening Program shall not have any effect on the acceptance of such Hit as a Lead Compound and Pharmacopeia shall not acquire any *.

Performance of Optimization Programs. The first Optimization Programs to be performed under this Agreement are the ongoing research programs for Optimization Libraries (as defined in the 1998 Agreements) listed in Exhibit D, which shall be subject to the terms and conditions of Section 2.0. All new Optimization Programs to be initiated by the Parties after the Effective Date shall be programs based upon Lead Compounds selected under the terms and conditions of this Agreement and Section 2.0 shall not apply to any such new Optimization Programs. It is anticipated that the Parties will generally seek to maintain ** ongoing Optimization Programs during each year of the Collaboration in which SPL Schering is funding research at the full level of ** FTEs in accordance with Section 2.5; provided, however, that the Parties acknowledge that the actual number of ongoing Optimization Programs at any given time may vary and shall be subject in part to Pharmacopeia’s success in identifying Hits from Screening Programs. If the Parties are unable to maintain ** of Optimization Programs based upon Lead Compounds which are Hits from Screening Programs, SPL Schering will use commercially reasonable efforts to approve and initiate new Optimization Programs based upon Lead Compounds which are Schering Compounds as necessary in order maintain a reasonable number of ongoing Optimization Programs based upon the available Pharmacopeia FTEs working on the Collaboration; provided, however, failure by SPL Schering to provide Lead Compounds which are Schering Compounds shall not constitute a breach under this Agreement. If SPL Schering ceases funding the Collaboration at the full level in ** in accordance with Sections 2.5.2, 2.5.3 and 2.5.4, then SPL Schering will not be obligated to initiate any new Optimization Programs *. The Collaboration Committee shall be responsible for allocation of the FTEs and other resources among the various Optimization Programs selected by SPLSchering. This will include allocation of the medicinal chemistry FTEs, as well as additional FTEs to provide bioassay support, as necessary, for each Optimization Program to generate primary assay data for Lead Compounds and Derivative Compounds. In the event that all FTEs are fully allocated among the various ongoing Optimization Programs, any new Optimization Programs will be initiated as resources become available within the Collaboration, based upon prioritization determined by SPLSchering. Any delay in initiating an Optimization Program based upon a Lead Compound which is a Hit from a Screening Program shall not have any effect on the acceptance of such Hit as a Lead Compound and Pharmacopeia shall not acquire any *.