Common use of Research Team Clause in Contracts

Research Team. The Parties hereby acknowledge and agree that the Research Program shall be conducted by a number of research employees of SpinCo (the “Research Team”) who will be engaged in the conduct of the Funded SpinCo Activities, including the Initial Screening Process and the Preclinical Functional Efficacy Studies with respect to Company Selected Compounds and SpinCo Selected Compounds. For clarity, in addition to the Research Team, SpinCo may have other research employees engaged in other activities on behalf of SpinCo, and any individual employee may be both part of the Research Team and also engaged in such other activities; provided that the Dedicated FTE Resource is utilized in the Research program. With respect to the period from the Closing Date through December 31, 2015 and each Calendar Year thereafter, the Parties shall agree in advance on the FTE-based funding contributions of each Party with respect to the Initial Screening Process, which contributions shall be allocated between the Parties on a [***] basis, and the Preclinical Functional Efficacy Studies, to be performed by the Research Team during the applicable period by establishing the total required number of Research Team members (measured in FTEs) for the performance of such Research Activities (the “Dedicated FTE Resource”), the number of Research Team members (measured in FTEs) to be funded by the Company for the applicable period for the conduct of Preclinical Functional Efficacy Studies with respect to Company Selected Compounds (together with [***] of the FTE-based funding for the Initial Screening Process the “Reimbursed FTE Number”) and the minimum number of Research Team members to be funded by SpinCo for the conduct of Preclinical Functional Efficacy Studies with respect to Company Selected Compounds (together with [***] of the FTE-based funding for the Initial Screening Process, the “SpinCo FTE Number”). The number of planned Preclinical Functional Efficacy Studies with respect to Company Selected Compounds and SpinCo Selected Compounds may or may not be equal, and the number of FTEs and Out-of-Pocket Expenses required for any particular Preclinical Functional Efficacy Study may vary for a given period. It is the intention of the Parties that the Reimbursed FTE Number and the SpinCo FTE Number shall represent that portion of the Dedicated FTE Resource that the Company and SpinCo, CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respectively, shall receive and have access to during the applicable period with respect to the Initial Screening Process and the Preclinical Functional Efficacy Studies (such principle, the “Resource Allocation Principle”). By way of example and without limitation, if the Dedicated FTE Resource for a given twelve (12)-month period is [***] Research Team members (measured in FTEs) and the Reimbursed FTE Number is [***], the Company shall receive the benefit of, and have access to, at least [***] of the overall Dedicated FTE Resource for such period, and if the Dedicated FTE Resource for a given [***]-month period is [***] Research Team members (measured in FTEs) and the Reimbursed FTE Number is [***] as a result of additional FTEs for Preclinical Functional Efficacy Studies anticipated to be conducted with respect to Company Selected Compounds compared to the Preclinical Functional Efficacy Studies anticipated to be conducted with respect to SpinCo Selected Compounds, the Company shall receive the benefit of, and have access to, at least [***] of the overall Dedicated FTE Resource for such period.

Research Team. The Parties hereby acknowledge (A) Within thirty (30) days following signature of this Agreement by both Parties, Phytera and agree that the Research Program Lilly shall be conducted by a number of research employees of SpinCo each appoint three (the “Research Team”3) who will be engaged in the conduct of the Funded SpinCo Activities, including the Initial Screening Process and the Preclinical Functional Efficacy Studies with respect representatives to Company Selected Compounds and SpinCo Selected Compounds. For clarity, in addition to the Research Team, SpinCo may have other research employees engaged in other activities on behalf of SpinCo, and any individual employee may be both part serve as members of the Research Team ("Research Team"). Phytera representatives shall consist of a biologist, molecular biologist, and also engaged in such other activities; provided that the Dedicated FTE Resource is utilized in the Research programa natural products chemist. With respect to the period from the Closing Date through December 31Lilly representatives shall consist of a microbiologist, 2015 a chemist, and each Calendar Year thereafter, the Parties shall agree in advance on the FTE-based funding contributions a natural products chemist. The respective individual representatives of each Party with respect may be changed from time to time at the discretion of Phytera or Lilly upon written notification by the Party making such change to the Initial Screening Processother. (B) Phytera and Lilly have agreed upon an initial Research Plan for research under the Program which is set forth in APPENDIX A ("Research Plan"). ---------- By execution of this Agreement, which contributions the initial Research Plan is hereby approved by each Party and incorporated herein by reference. (C) The Research Team shall provide general oversight and direction for the Program. As part of providing such oversight and direction, the Research Team specifically shall review (i) the personnel assigned to the Program, (ii) all spending of Research Funds, (iii) all proposed modifications or additions to the Research Plan, (iv) all proposed research collaborations with a Third Party related to the Program and its cost, (v) all proposed additions to APPENDIX B and APPENDIX C, (vi) quarterly additions to the list of ---------- ---------- Program Technology created in the Program, and (vii) all research results related to the Program. (D) Decisions of the Research Team shall be allocated between made by unanimous consent; provided, however, that in the Parties event the Research Team is unable to arrive at a decision, Lilly's Vice President, Infectious Diseases Research, or his/her successor shall confer with Phytera's Vice President of Research and seek to resolve the disagreement. In the event the disagreement cannot be resolved in this manner, Lilly's Vice President, Infectious Diseases Research shall decide based on a [***] basisreasonable economic and scientific factors not inconsistent with this Agreement. Notwithstanding the foregoing, and the Preclinical Functional Efficacy Studies, to be performed decisions by the Research Team during the applicable period by establishing the total required number of Research Team members (measured in FTEs) for the performance of such Research Activities (the “Dedicated FTE Resource”), the number of Research Team members (measured in FTEs) to be funded by the Company for the applicable period for the conduct of Preclinical Functional Efficacy Studies with respect to Company Selected Compounds (together with [***] inclusion of the FTE-based funding for the Initial Screening Process the “Reimbursed FTE Number”) and the minimum number of Research Team members to a Lilly Screen as Program Screen shall be funded made by SpinCo for the conduct of Preclinical Functional Efficacy Studies with respect to Company Selected Compounds (together with [***] of the FTE-based funding for the Initial Screening Process, the “SpinCo FTE Number”). The number of planned Preclinical Functional Efficacy Studies with respect to Company Selected Compounds and SpinCo Selected Compounds may or may not be equal, and the number of FTEs and Out-of-Pocket Expenses required for any particular Preclinical Functional Efficacy Study may vary for a given period. It is the intention of the Parties that the Reimbursed FTE Number and the SpinCo FTE Number shall represent that portion of the Dedicated FTE Resource that the Company and SpinCo, CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respectively, shall receive and have access to during the applicable period with respect to the Initial Screening Process and the Preclinical Functional Efficacy Studies (such principle, the “Resource Allocation Principle”). By way of example and without limitation, if the Dedicated FTE Resource for a given twelve (12)-month period is [***] Research Team members (measured in FTEs) and the Reimbursed FTE Number is [***], the Company shall receive the benefit of, and have access to, at least [***] of the overall Dedicated FTE Resource for such period, and if the Dedicated FTE Resource for a given [***]-month period is [***] Research Team members (measured in FTEs) and the Reimbursed FTE Number is [***] as a result of additional FTEs for Preclinical Functional Efficacy Studies anticipated to be conducted with respect to Company Selected Compounds compared to the Preclinical Functional Efficacy Studies anticipated to be conducted with respect to SpinCo Selected Compounds, the Company shall receive the benefit of, and have access to, at least [***] of the overall Dedicated FTE Resource for such periodunanimous consent.