Common use of Collaboration Committee Decisions Clause in Contracts

Collaboration Committee Decisions. Decisions of the Collaboration Committee shall be based upon the consensus of all the members. In the event that the Collaboration Committee cannot or does not, after good faith efforts, reach agreement on an issue, such issue shall be referred to the President of SPL’s Affiliate, the Schering-Plough Research Institute (“SPRI”), and the President and Chief Operating Officer of Pharmacopeia Drug Discovery for resolution. In the event that these officers are unable to resolve the issue within fifteen (15) business days after submission of the issue to them, then the unresolved issue may be submitted by either Party to binding arbitration pursuant to Section 11.3 of this Agreement, except that the decision shall be made by one (1) arbitrator with expertise in pharmaceutical product development, and the decision of the arbitrator shall be rendered within six (6) months of initiation of the arbitration. During the pendency of any such arbitration proceedings, the Parties shall proceed with performance of the Collaboration following the course of conduct determined by SPL; provided, however, that notwithstanding the foregoing, Pharmacopeia shall not be obligated to (i) perform any action that would violate its obligations to any Third Party or contravene Section 2.12, (ii) spend or forego receiving any amounts of money (except as necessary in connection with the fulfillment of Pharmacopeia’s responsibilities under Section 2.3), or (iii) knowingly prepare or deliver to SPL any compounds previously licensed to any Third Party. Notwithstanding the foregoing, SPL, in its sole discretion, shall have complete and final control over SPL’s research, development and commercialization of Schering Compounds, Agreement Compounds and/or Agreement Product(s) in accordance with the terms and conditions of this Agreement.

Collaboration Committee Decisions. Decisions of the Collaboration Committee shall be based upon the consensus of all the members. In the event that the Collaboration Committee cannot or does not, after good faith efforts, reach agreement on an issue, such issue shall be referred to the President of SPLSchering’s Affiliate, the Schering-Plough Research Institute (“SPRI”), and the President and Chief Operating Officer of Pharmacopeia Drug Discovery for resolution. In the event that these officers are unable to resolve the issue within fifteen (15) business days after submission of the issue to them, then the unresolved issue may be submitted by either Party to binding arbitration pursuant to Section 11.3 of this Agreement, except that the decision shall be made by one (1) arbitrator with expertise in pharmaceutical product development, and the decision of the arbitrator shall be rendered within six (6) months of initiation of the arbitration. During the pendency of any such arbitration proceedings, the Parties shall proceed with performance of the Collaboration following the course of conduct determined by SPLSchering; provided, however, that notwithstanding the foregoing, Pharmacopeia shall not be obligated to (i) perform any action that would violate its obligations to any Third Party or contravene Section 2.12, (ii) spend or forego receiving any amounts of money (except as necessary in connection with the fulfillment of Pharmacopeia’s responsibilities under Section 2.3), or (iii) knowingly prepare or deliver to SPL Schering any compounds previously licensed to any Third Party. Notwithstanding the foregoing, SPLSchering, in its sole discretion, shall have complete and final control over SPLSchering’s research, development and commercialization of Schering Compounds, Agreement Compounds and/or Agreement Product(s) in accordance with the terms and conditions of this Agreement.

Collaboration Committee Decisions. Decisions of the Collaboration --------------------------------------- Committee shall be based upon the consensus of all the members. In the event that the Collaboration Committee cannot or does not, after good faith efforts, reach agreement on an issue, such issue shall be referred to the President respective Presidents of SPL’s Schering's Affiliate, the Schering-Plough Research Institute (“"SPRI”"), and the President and Chief Operating Officer of Pharmacopeia Drug Discovery for resolution. In the event that these officers the Presidents of SPRI and Pharmacopeia are unable to resolve the issue within fifteen (15) business days after submission of the issue to them, then the unresolved issue may be submitted by either Party to binding arbitration pursuant to Section 11.3 of this Agreement, except that the decision shall be made by one (1) arbitrator with expertise in pharmaceutical product development, and the decision of the arbitrator shall be rendered within six (6) months of initiation of the arbitration. During the pendency of any such arbitration proceedings, the Parties shall proceed with performance of the Collaboration following the course of conduct determined by SPLSchering; provided, however, that notwithstanding the foregoing, Pharmacopeia -------- ------- shall not be obligated to (i) perform take any action that would violate its obligations to any Third Party or contravene Section 2.12Party, (ii) spend or forego receiving any amounts of money (except as necessary in connection with the fulfillment of Pharmacopeia’s 's responsibilities under Section 2.3), (iii) conduct any of the activities referred to in Section 2.7 with respect to Reserved Targets, or (iiiiv) knowingly prepare or deliver to SPL Schering any Library containing one or more compounds previously licensed provided to any Third Party. Notwithstanding the foregoing, SPLSchering, in its sole discretion, shall have complete and final control over SPL’s Schering's research, development and commercialization of Schering Compounds, Agreement Compounds and/or Agreement Product(s) in accordance with the terms and conditions of this Agreement.

Collaboration Committee Decisions. Decisions of the Collaboration -------------------------------------- Committee shall be based upon the consensus of all the members. In the event that the Collaboration Committee cannot or does not, after good faith efforts, reach agreement on an issue, such issue shall be referred to the President respective Presidents of SPL’s 's Affiliate, the Schering-Plough Research Institute (“"SPRI”"), and the President and Chief Operating Officer of Pharmacopeia Drug Discovery for resolution. In the event that these officers the Presidents of SPRI and Pharmacopeia are unable to resolve the issue within fifteen (15) business days after submission of the issue to them, then the unresolved issue may be submitted by either Party to binding arbitration pursuant to Section 11.3 of this Agreement, except that the decision shall be made by one (1) arbitrator with expertise in pharmaceutical product development, and the decision of the arbitrator shall be rendered within six (6) months of initiation of the arbitration. During the pendency of any such arbitration proceedings, the Parties shall proceed with performance of the Collaboration following the course of conduct determined by SPL; provided, however, that notwithstanding the -------- ------- foregoing, Pharmacopeia shall not be obligated to (i) perform take any action that would violate its obligations to any Third Party or contravene Section 2.12Party, (ii) spend or forego receiving any amounts of money (except as necessary in connection with the fulfillment of Pharmacopeia’s 's responsibilities under Section 2.3), (iii) conduct any of the activities referred to in Section 2.7 with respect to Reserved Targets, or (iiiiv) knowingly prepare or deliver to SPL any Library containing one or more compounds previously licensed provided to any Third Party. Notwithstanding the foregoing, SPL, in its sole discretion, shall have complete and final control over SPL’s 's research, development and commercialization of Schering Compounds, Agreement Compounds and/or Agreement Product(s) in accordance with the terms and conditions of this Agreement.