RESEARCHAND LICENSE AGREEMENT by andamong WYETH, actingthrough its WYETHPHARMACEUTICALS DIVISION, and PHARMACOPEIADRUG DISCOVERY, INC. Dated asof December 22, 2006

5.3.2.                            **.  For the ** or corresponding Wyeth Product to achieve the following events through Commercialization by Wyeth:

5.3.3.                            **.  For the ** or corresponding Wyeth Product to achieve the following events through Commercialization by Wyeth:

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5.3.4.                            **; Each Payment **.  Notwithstanding the foregoing, after the payments pursuant to this Section 5.3 (Event Payments) are made with respect to ** under this Section 5.3 for any Wyeth Available Compound, **.  Each payment specified in this Section 5.3 (Event Payments) is payable **.  For example, **.

5.4.                                               Royalties.

5.4.1.                            Product Royalties.  Wyeth will pay to Pharmacopeia royalties during the Royalty Term as set forth in Sections 5.4.2 (Wyeth Product Royalties), subject to the adjustments provided in Section 5.4.3 (Royalty Adjustments).

5.4.2.                            Wyeth Product Royalties.

(a)                             Wyeth will pay to Pharmacopeia marginal royalties in the amount equal to the Marginal Royalty Rate (set forth below) on the aggregate worldwide Net Sales obtained by Wyeth or its Affiliates or sublicensees from the sale of Wyeth Products on a Wyeth Product-by-Wyeth Product basis during each calendar year in the applicable Royalty Term:

The Marginal Royalty Rates set forth in the table above will apply **.  For example, **.  In the example above, the **.

(b)                            After the **.

5.4.3.                            Royalty Adjustments.

(a)                             **.  For any Wyeth Product that is an **.

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(b)                            **.  If Wyeth determines in good faith that a **.

(c)                             Limit on **.  Notwithstanding the **.  For example, **.

5.4.4.                            ** Royalties; **.  Royalties will be **.

5.5.                                               Reports and Payments.

5.5.1.                            Royalty Statements and Payments.  Within thirty (30) days of the end of each Calendar Quarter, Wyeth will deliver to Pharmacopeia a written good faith estimate for such Calendar Quarter of aggregate Net Sales and royalties due under this Agreement.  Within sixty (60) days after the end of each Calendar Quarter, Wyeth will deliver to Pharmacopeia a final  report setting forth for such Calendar Quarter the following information, on a Wyeth Product-by-Wyeth Product and country-by-country basis: (a) the Net Sales of each Wyeth Product, (b) the basis for any adjustments to the royalty payable for the sale of each Wyeth Product, and (c) the royalty due hereunder for the sale of each Wyeth Product.  No such reports will be due for any Wyeth Product before **.  The total royalty due for the sale of Wyeth Products during such Calendar Quarter will be remitted at the time such report is made.

5.5.2.                            Taxes and Withholding.  All payments under this Agreement will be made without any deduction or withholding for or on account of any tax unless such deduction or withholding is required by applicable laws or regulations.  If Wyeth is so required to deduct or withhold, Wyeth will (a) promptly notify Pharmacopeia of such requirement, (b) pay to the relevant authorities the full amount required to be deducted or withheld promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Pharmacopeia, and (c) promptly forward to Pharmacopeia an official receipt (or certified copy) or other documentation reasonably acceptable to Pharmacopeia evidencing such payment to such authorities, and provide any further assistance reasonably requested by Pharmacopeia to enable Pharmacopeia to obtain the benefit of any such deduction.  Provided, however, that if any payments are made to Pharmacopeia, other than under Section 5.4, by a Wyeth Affiliate that is incorporated outside of the United States, Wyeth shall indemnify Pharmacopeia, on an after-tax basis, against any taxes required to be deducted or withheld from such payment by such Wyeth Affiliate; provided further, however, that this indemnification obligation shall arise only to the extent that such obligation to deduct or withhold results solely from Wyeth’s assignment of its rights and obligations to such Wyeth Affiliate.

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5.5.3.                            Currency.  All amounts payable and calculations hereunder will be in United States dollars.  As applicable, Net Sales and any royalty deductions will be converted into United States dollars in accordance with Wyeth’s customary and usual conversion procedures, consistently applied, which procedures are in accordance with Generally Accepted Accounting Principles in the United States.

5.5.4.                            Blocked Payments.  In the event that, by reason of applicable laws or regulations in any country, it becomes impossible or illegal for Wyeth to transfer, or have transferred on its behalf, royalties or other payments to Pharmacopeia, such royalties or other payments will be deposited in local currency in the relevant country to the credit of Pharmacopeia in a recognized banking institution designated by Pharmacopeia or, if none is designated by Pharmacopeia within a period of thirty (30) days, in a recognized banking institution selected by Wyeth and identified in a notice in writing given to Pharmacopeia.

5.5.5.                            Additional Provisions Relating to Royalties.  Pharmacopeia acknowledges and agrees that nothing in this Agreement (including, without limitation, any exhibits or attachments hereto) will be construed as representing an estimate or projection of either (a) the number of Wyeth Products that will or may be successfully Developed or Commercialized or (b) anticipated sales or the actual value of any Wyeth Product and that the figures set forth in Section 5.2 (Designation Payments) or elsewhere in this Agreement or that have otherwise been discussed by the Parties are merely intended to define Wyeth’s royalty obligations to Pharmacopeia in the event such sales performance is achieved.  WYETH MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, THAT IT WILL BE ABLE TO SUCCESSFULLY DEVELOP OR COMMERCIALIZE ANY AGREEMENT COMPOUND OR WYETH PRODUCT OR, IF COMMERCIALIZED, THAT IT WILL ACHIEVE ANY PARTICULAR SALES LEVEL OF SUCH WYETH PRODUCT(S).

5.6.                                               Maintenance of Records; Audits.

5.6.1.                            Record Keeping.  Wyeth will keep accurate books and accounts of record in connection with the sale of Wyeth Products, in sufficient detail to permit accurate determination of all figures necessary for verification of royalties to be paid hereunder.  Wyeth will maintain such records for a period of at least ** after the end of the calendar year in which they were generated.

5.6.2.                            Audits.  Upon thirty (30) days prior written notice from Pharmacopeia, Wyeth will permit an independent certified public accounting firm of nationally recognized standing selected by

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Pharmacopeia and reasonably acceptable to Wyeth, to examine, at Pharmacopeia’s sole expense, the relevant books and records of Wyeth as may be reasonably necessary to verify the accuracy of the reports submitted by Wyeth in accordance with Section 5.5.1 (Royalty Statements and Payments) and the payment of royalties under this Agreement.  An examination by Pharmacopeia under this Section 5.6.2 (Audits) will occur not more than once in any calendar year and will be limited to the pertinent books and records for any calendar year ending not more than ** before the date of the request.  The accounting firm will be provided access to such books and records at Wyeth’s facility(ies) where such books and records are normally kept and such examination will be conducted during Wyeth’s normal business hours.  Wyeth may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Wyeth’s facilities or records.  Upon completion of the audit, the accounting firm will provide both Wyeth and Pharmacopeia a written report disclosing whether the reports submitted by Wyeth are correct or incorrect, whether the royalties paid are correct or incorrect, and, in each case, the specific details concerning any discrepancies.  No other information will be provided to Pharmacopeia.

5.6.3.                            Underpayments/Overpayments.  If such accounting firm concludes that additional royalties were due to Pharmacopeia, Wyeth will pay to Pharmacopeia the additional royalties within thirty (30) days of the date Wyeth receives such accountant’s written report so concluding.  If such underpayment **.  If such accounting firm concludes that Wyeth overpaid royalties to Pharmacopeia, Pharmacopeia within thirty (30) days of the date receives such accountant’s report so concluding will refund such overpayments to Wyeth less the expense of the audit.

5.6.4.                            Confidentiality.  All financial information of Wyeth which is subject to review under this Section 5.6 (Maintenance of Records; Audits) will be deemed to be Wyeth’s Confidential Information subject to the provisions of Article 7 hereof, and Pharmacopeia will not disclose such Confidential Information to any Third Party or use such Confidential Information for any purpose other than verifying payments to be made by Wyeth to Pharmacopeia hereunder.

6.                                      INTELLECTUAL PROPERTY.

6.1.                                               Ownership.  A Party will own all Know-How (and all Patent Rights relating to such Know-How) invented (for inventions) or first made or discovered (for other Know-How) solely by employees of such Party, or by other Persons having an obligation to assign its rights in such Know-How to the Party.  Each Party will jointly own with the other Party all Know-How (and all Patent

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Rights relating to such Know-How) that is invented (for inventions) or first made or discovered (for other Know-How) by an employee of Wyeth, or other Person having an obligation to assign its rights to Wyeth, and an employee of Pharmacopeia or other Person having an obligation to assign its rights to Pharmacopeia.  All determinations of inventorship under this Agreement will be made in accordance with United States patent law.

6.2.                                               Patent Rights.

6.2.1.                            Filing, Prosecution and Maintenance of Patent Rights; Use Restrictions.

(a)                             Pharmacopeia’s Patent Rights.

(i)                                     Pharmacopeia will prepare, file, prosecute and maintain Pharmacopeia Patent Rights, to the extent possible given any applicable patent office deadlines that exist as of the Effective Date, in and through all patent offices, patent treaties and countries **.  Pharmacopeia will **.  In the event that Wyeth becomes the Lead Developer of an Agreement Compound falling within the claims of any Pharmacopeia Patent Right, Wyeth will thereafter **.

(ii)                                  Following the Effective Date and at all times during the Term, Pharmacopeia will, or will cause its patent counsel of record to, timely provide Wyeth with complete copies of all current substantive correspondence (including correspondence with relevant patent offices/authorities, foreign associates, and other outside counsel) relating to the Pharmacopeia Patent Rights.  Upon the request of Wyeth, **, Pharmacopeia will, or will cause its outside counsel to promptly furnish to Wyeth copies of all documents and correspondence relating to the preparation, filing, prosecution and maintenance of the Pharmacopeia Patent Rights, including, if requested, complete copies of the file wrapper for each of the Pharmacopeia Patent Rights and other related substantive correspondence with relevant patent offices/authorities, foreign associates, or outside counsel.  Further, Pharmacopeia will consult and reasonably cooperate with Wyeth with respect to the preparation, filing, prosecution and maintenance of all Pharmacopeia Patent Rights, including: (A) furnishing Wyeth with advance drafts of all proposed filings; (B) allowing Wyeth a reasonable opportunity and reasonable time to review and

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comment regarding such drafts before any applicable filings are due; and (C) (x) with respect to the claims of any Pharmacopeia Patent Rights claiming compositions or methods of making or using Wyeth Available Compounds of which Wyeth is the Lead Developer, accepting all comments and instructions offered by Wyeth, (y) with respect to any claims of any Pharmacopeia Patent Rights claiming compositions or methods of making or using other Wyeth Available Compounds, not unreasonably refusing to accept  Wyeth’s comments, and (z) with respect to all other claims of any Pharmacopeia Patent Rights, considering in good faith any reasonable comments offered by Wyeth.  If under either of clause (x) or (y) above, **.

(iii)                               For any Pharmacopeia Patent Right proposed by Pharmacopeia for filing after the Effective Date, if **. Wyeth will **.

(iv)                              If Pharmacopeia elects not to file a patent application included in the Pharmacopeia Patent Rights **, or elects to cease the prosecution and/or maintenance of any Pharmacopeia Patent Right in any country or as a PCT application, Pharmacopeia will provide Wyeth with written notice immediately, but not less than fifteen (15) days before any action is required, upon the decision to not file or continue the prosecution or maintenance of such Patent Right.  If the Pharmacopeia Patent Right that Pharmacopeia has chosen to abandon covers a **, then, in addition to any other remedies Wyeth may have under this Agreement, Pharmacopeia will permit Wyeth, in Wyeth’s sole discretion, to file or continue prosecution or maintenance of any such Pharmacopeia Patent Right in such country **; provided, however, that in such event such **.  Upon request from Wyeth, Pharmacopeia will execute such documents and perform such acts, **, as may be reasonably necessary to permit Wyeth to file, prosecute or maintain such Pharmacopeia Patent Right in such country.  Wyeth’s rights under this Section will be in addition to any other rights and remedies which Wyeth may have as a result of Pharmacopeia’s failure to satisfy its obligations hereunder.

(b)                            Wyeth’s Patent Rights.  Wyeth will be solely responsible for prosecuting and maintaining all Wyeth Patent Rights, at its discretion and its sole expense.

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(c)                             Joint Patent Rights.  Before such time as a Party assumes responsibility for a Joint Patent Right as the Lead Developer of an Agreement Compound falling within the claims of such Joint Patent Right, **.  While so responsible, ** will provide ** with copies of all substantive correspondence (including correspondence with relevant patent offices/authorities, foreign associates, and other outside counsel) relating to the Joint Patent Rights, and consult with ** concerning such filings and will consider in good faith ** comments on the prosecution and maintenance of such Joint Patent Rights.  If ** becomes the Lead Developer of an Agreement Compound falling within the claims of such Joint Patent Right and ** is not a Lead Developer of a different Agreement Compound falling within the claims of the same Joint Patent Right, ** will assume responsibility for prosecuting and maintaining such Joint Patent Rights in the Primary Prosecution Countries, and as PCT applications, at its expense; provided, however, that if ** subsequently becomes the Lead Developer of a different Agreement Compound falling within the claims of such Joint Patent, ** will assume responsibility for prosecuting and maintaining such Joint Patent Rights in the Primary Prosecution Countries, and as PCT applications, **.  In any event, the Party responsible for the prosecution and maintenance of Joint Patent Rights will consult with the other Party with respect to the prosecution and maintenance of such Joint Patent and will give reasonable consideration to the opinions of the other Party with respect to such prosecution and maintenance.  If the Party responsible for the prosecution and maintenance of Joint Patent Rights under this Section 6.2.1(c) elects not to file a patent application included in the Joint Patent Rights as required by this Section 6.2.1(c), or elects to cease the prosecution and/or maintenance of any Joint Patent Right in any country or as a PCT application, the responsible Party will provide the other Party with written notice immediately, but not less than fifteen (15) days before any action is required, upon the decision to not file or continue the prosecution or maintenance of such Patent Right.  If ** is the responsible Party and the Joint Patent Right that ** has chosen to abandon covers a **, then ** will permit **, in ** sole discretion, to file or continue prosecution or maintenance of any such Joint Patent Right in such country at ** expense.  Likewise, if ** is the responsible Party and the Joint Patent Right that ** has chosen to abandon covers a ** Product, then ** will permit **, in ** sole discretion, to file or continue prosecution or maintenance of any such Joint Patent Right in such country at ** expense.  Upon request from the other Party

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with respect to any Joint Patent Right proposed to be abandoned by the responsible Party, the responsible Party will execute such documents and perform such acts, at the other Party’s expense, as may be reasonably necessary to permit the other Party to file, prosecute or maintain such Joint Patent Right in such country.

6.2.2.                            Enforcement of IP Rights.

(a)                             Notice.  If either Wyeth or Pharmacopeia becomes aware of any infringement, of any issued patent or misappropriation of any trade secret, anywhere in the world, within the Pharmacopeia IP or Joint IP, which activity adversely affects or is reasonably expected to adversely affect any Wyeth Available Compound, Wyeth Product, Pharmacopeia Available Compound, or Pharmacopeia Product, such Party will promptly notify the other Party in writing to that effect.

(b)                            Enforcement.  With respect to infringement or misappropriation of any Joint IP or Pharmacopeia IP by any Third Party that claims (for Patent Rights) or relates to (for Know-How) any Wyeth Available Compound of which Wyeth is the Lead Developer or Wyeth Product , Wyeth will have the first right, but not the obligation, to take action to obtain a discontinuance of infringement and misappropriation or bring suit against such Third Party to enforce such Joint IP or Pharmacopeia IP within three (3) months from the date of notice and to join Pharmacopeia as a party plaintiff.  With respect to infringement or misappropriation of Pharmacopeia IP or Joint IP by any Third Party that claims (for Patent Rights) or relates to (for Know-How) any Pharmacopeia  Available Compound of which Pharmacopeia is the Lead Developer or Pharmacopeia Product, Pharmacopeia will have the first right, but not the obligation, to take action to obtain a discontinuance of infringement and misappropriation or bring suit against such Third Party to enforce such Joint IP or Pharmacopeia IP within three (3) months from the date of notice and to join Wyeth as a party plaintiff.  Notwithstanding the foregoing, **.  With respect to infringement or misappropriation by any Third Party of any Joint IP that does not claim (for Patent Rights) or relate to (for Know-How) any Agreement Compound for which either Party is the Lead Developer, Wyeth will have the first right, but not the obligation, to take action to obtain a discontinuance of infringement and misappropriation or bring suit against such Third Party to enforce such Joint IP within three (3) months from the date of notice and to join Pharmacopeia as a party plaintiff.  With respect to infringement

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or misappropriation by any Third Party of any Pharmacopeia IP that does not claim (for Patent Rights) or relate to (for Know-How) any Agreement Compound for which either Party is the Lead Developer, Pharmacopeia will have the first right, but not the obligation, to take action to obtain a discontinuance of infringement and misappropriation or bring suit against such Third Party to enforce such Pharmacopeia IP within three (3) months from the date of notice and to join Wyeth as a party plaintiff. The Party taking action under this Section 6.2.2(b) (Enforcement) will bear all the expenses of any such suit brought.  If, after the expiration of the three (3) month period (or, if earlier, the date upon which the Party having the first option provides written notice that it does not plan to bring suit), the Party having the first option has not obtained a discontinuance of infringement or misappropriation of the applicable IP or filed suit against any such Third Party to enforce such applicable IP, then the other Party will have the right, but not the obligation, to bring suit against such Third Party; provided, however, that the other Party will bear all the expenses of such suit.  Each Party will cooperate with the other in any such suit brought against a Third Party, and will have the right to consult with the other Party and to participate in and be represented by independent counsel in such litigation at its own expense.  The Party bringing suit will incur no liability to the other Party as a consequence of such litigation or any unfavorable decision resulting therefrom; provided, however, that the Party bringing suit will not, without the other Party’s prior written consent, enter into any settlement or consent decree that admits that any of the other Party’s sole IP or any Joint IP is invalid or unenforceable or that requires any payment by or admits or imparts liability to the other Party.  Any recoveries obtained by either Party as a result of any proceeding against a Third Party infringer will be allocated as follows:

(i)                                     Such recovery will **;

(ii)                                  With respect to **; and

(iii)                               The Party **.

6.2.3.                            Infringement and Third Party Licenses.

(a)                             Infringement of Third Party Patents - Course of Action.  If the making, having made, importing, exporting, using, offering for sale or selling of any ** is alleged by a Third Party to infringe a Third Party’s patent, the Party becoming aware of

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such allegation will promptly notify the other Party.  Additionally, if either Party determines that, based upon the review of a Third Party’s patent or patent application or other intellectual property rights, it may be desirable to obtain a license from such Third Party with respect thereto, such Party will promptly notify the other Party of such determination.

(b)                            Option to Negotiate.  Subject to Section 6.2.3(c) (Third Party Infringement Suit), in the event that a Party, pursuant to Section 6.2.3(a) (Infringement of Third Party Patents - Course of Action), notifies the other Party that it has determined that it may be desirable to obtain a license under one or more patents or patent applications or other intellectual property rights owned or Controlled by a Third Party (collectively, “Third Party IP Rights”), which Third Party IP Rights (i) relate to any ** and (ii) if valid and issued, may, in the absence of a license from such Third Party, be infringed by the Development or Commercialization of any ** by or on behalf of ** or any of its Affiliates or sublicensees, ** will have the first right, but not the obligation, to negotiate and enter into an agreement with such Third Party, whereby ** is granted a license under such Third Party IP Rights permitting ** to practice such Third Party IP Rights.

(c)                             Third Party Infringement Suit.  If a Third Party sues a Party, or its Affiliates or sublicensees, alleging that the Development or Commercialization of any Agreement Compound or Product pursuant to this Agreement infringes or will infringe such Third Party’s Patent Rights or misappropriates such Third Party’s Know-How (a “Third Party Suit”), then the Party that is the Lead Developer of such Agreement Compound or Product will have the first right, but not the obligation, to control the defense of the suit, and the other Party will provide all cooperation reasonably requested by the Lead Developer in connection therewith.  If the Lead Developer assumes control of the defense of such suit, the Lead Developer will bear all costs and expenses of such defense.  In any Third Party Suit of which the Lead Developer chooses to control the defense pursuant to this Section 6.2.3(c) (Third Party Infringement Suits), the Lead Developer will keep the other Party reasonably informed of all material developments in connection with any such suit; provided that if the other Party is named as a defendant in any such suit, the other Party shall have the right to participate in the defense using counsel of its choice at its own expense. The Lead Developer will incur no liability to the other Party as a consequence of such litigation or any unfavorable decision resulting therefrom; provided, however,

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that the Lead Developer will not, without the other Party’s prior written consent, enter into any settlement or consent decree that requires any payment by or admits or imparts any other liability to the other Party.  Wyeth will **.  Any portion of the **.

6.2.4.                            Patent Certifications.  Each Party will immediately give written notice to the other of any certification of which it becomes aware filed pursuant to 21 U S C. § 355(b)(2)(A) or § 355(j)(2)(A)(vii) (or any amendment or successor statute thereto), any similar statutory or regulatory requirement enacted in the future regarding biologic products, or any similar statutory or regulatory requirement in any non-U.S. country in the Territory claiming that a Pharmacopeia Patent Right or Joint Patent Right covering any Product is invalid or that infringement will not arise from the manufacture, use or sale of such Product by a Third Party.  Upon the giving or receipt of such notice, the Lead Developer of such Product will have the first right, but not the obligation, to bring an infringement action against such Third Party.  In such a case, the Lead Developer will notify the other Party at least ten (10) days prior to the date set forth by statute or regulation of its intent to exercise, or not exercise, this right.  Any infringement action against a Third Party arising under this Section 6.2.4 (Patent Certifications) will be governed by the provisions of Section 6.2.2(b) (Enforcement) hereof.

6.2.5.                            Patent Term Restoration.  The Parties hereto will cooperate with each other in obtaining patent term restoration, or its equivalent anywhere in the world, including under 35 U.S.C. § 156 and its foreign counterparts, where applicable to the Pharmacopeia Patent Rights and Joint Patent Rights.  If elections with respect to obtaining such patent term restoration are to be made with respect to any Pharmacopeia Patent Right or Joint Patent Right that claims the composition or method of using any **, ** will make such election, and ** will abide by such election.  ** will make such election with respect to any Pharmacopeia Patent Right or Joint Patent Right that does not claim the composition or method of using any **.

6.2.6.                            Orange Book Listings.

(a)                             Pharmacopeia Products.  At least thirty (30) business days prior to the expiration of the time period under 21 C.F.R. § 314.53 for submitting patent information pertaining to Pharmacopeia Patent Rights or Joint Patent Rights with respect to a Pharmacopeia Product, Pharmacopeia will submit to Wyeth any such draft submission, including any forms such as Form FDA 3542, Form FDA 3542a or any equivalent thereof, for Wyeth’s review and comment.  Pharmacopeia will consider in

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good faith any comments made by Wyeth pursuant to this Section.  In the event that the Parties, after good faith discussions at the JRC, cannot agree with respect to any decision to be made under this Section, Pharmacopeia will make such decision.

(b)                            Wyeth Products.  At least thirty (30) business days prior to the expiration of the time period under 21 C.F.R. § 314.53 for submitting patent information pertaining to Pharmacopeia Patent Rights or Joint Patent Rights with respect to a Wyeth Product, Wyeth will submit to Pharmacopeia any such draft submission, including any forms such as Form FDA 3542, Form FDA 3542a or any equivalent thereof, for Pharmacopeia’s review and comment.  Wyeth will consider in good faith any comments made by Pharmacopeia pursuant to this Section.  In the event that the Parties, after good faith discussions at the JRC, cannot agree with respect to any decision to be made under this Section, Wyeth will make such decision.

6.3.                                               Trademarks and Copyrights.  The Party that is the Lead Developer of a Product will, in its sole discretion, select and own all Trademarks related to such Product.  The other Party will neither use nor seek to register, anywhere in the world, any trademarks which are confusingly similar to any Trademark or any other trademarks, trade names, trade dress or logos used by or on behalf of the Lead Developer or its Affiliates or sublicensees in connection with any other Products.  The other Party will and hereby does assign to the Lead Developer all its rights, title, and interests in all Copyrights applicable to such Product.

7.                                      CONFIDENTIALITY.

7.1.                                               Confidentiality.  Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the Term and for ** years thereafter, each Party (the “Receiving Party”), receiving any Confidential Information of the other Party (the “Disclosing Party”) hereunder will keep such Confidential Information confidential and will not publish or otherwise disclose or use such Confidential Information for any purpose other than as provided for in this Agreement except for Confidential Information that the Receiving Party can establish:

(a)                             was already known by the Receiving Party (other than under an obligation of confidentiality), at the time of disclosure by the Disclosing Party and such Receiving Party has documentary evidence to that effect;

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(b)                            was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party;

(c)                             became generally available to the public or otherwise part of the public domain after its disclosure or development, as the case may be, and other than through any act or omission of a Party in breach of this confidentiality obligation;

(d)                            was disclosed to that Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party not to disclose such information to others; or

(e)                             was independently discovered or developed by or on behalf of the Receiving Party without the use of the Confidential Information belonging to the other Party and the Receiving Party has documentary evidence to that effect.

7.2.                                               Authorized Disclosure and Use.

7.2.1.                            Disclosure.  Notwithstanding the foregoing Section 7.1 (Confidentiality), each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary to:

(a)                             file or prosecute patent applications covering Joint Know-How as contemplated by this Agreement,

(b)                            prosecute or defend litigation,

(c)                             exercise rights hereunder provided such disclosure is covered by terms of confidentiality similar to those set forth herein, and

(d)                            comply with applicable governmental laws and regulations.

In the event a Party will deem it necessary to disclose pursuant to this Section 7.2.1 (Disclosure), Confidential Information belonging to the other Party, the Disclosing Party will to the extent possible give reasonable advance notice of such disclosure to the other Party and take reasonable measures to ensure confidential treatment of such information.

7.2.2.                            Use.  Notwithstanding the foregoing Section 7.1 (Confidentiality), each Party will have the right to use Confidential Information of the other Party as expressly licensed in this Agreement and as necessary in carrying out its responsibilities under this Agreement in the Development  and Commercialization of its respective Products.

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7.3.                                               Know-How, Other Information.  For purposes of this Agreement, all Joint Know-How, all Pharmacopeia Know-How that specifically relates to Agreement Compounds and is not otherwise published in a Pharmacopeia Patent Right, and all compound lists and classification information prepared by the JRC pursuant to Section 3.4.2 (Responsibilities) and Section 3.4.8 (Inventory of Agreement Compounds) will be treated as the Confidential Information of both Parties.  Each Party will be deemed to be both the Disclosing Party and Receiving Party of such Know-How, lists and information.

7.4.                                               SEC Filings.  Either Party may disclose the terms of this Agreement and developments in connection with this Agreement to the extent required, in the reasonable opinion of such Party’s legal counsel, to comply with applicable laws, including, without limitation, the rules and regulations promulgated by the SEC.  Notwithstanding the foregoing, before disclosing this Agreement or any of the terms hereof pursuant to this Section 7.4 (SEC Filings), the Parties will consult with one another on the terms of this Agreement to be redacted in making any such disclosure.  If a Party discloses this Agreement or any of the terms hereof in accordance with this Section 7.4 (SEC Filings), such Party agrees, at its own expense, to seek confidential treatment of portions of this Agreement or such terms, as may be reasonably requested by the other Party.

7.5.                                               Public Announcements; Publications.

7.5.1.                            Coordination.  Pharmacopeia and Wyeth will, from time to time, and at the request of the other Party, discuss and agree on the general information content relating to this Agreement which may be publicly disclosed (including, without limitation, by means of any printed publication or oral presentation), provided, however, that neither Party, subject to Section 7.5.2 (Announcements) and Section 7.5.4 (Publications) below, will have any obligation to consult with the other Party with respect to any scientific publication or public announcement concerning its Development or Commercialization activities with respect to Products under this Agreement; provided, however, that, prior to the First Commercial Sale of any Product, the Lead Developer of such Product will use reasonable efforts to notify the other Party at least one (1) business day in advance of issuing any press release and at least five (5) business days in advance of any such scientific publication becoming publicly available.

7.5.2.                            Announcements.  Except as may be expressly permitted under Section 7.4 (SEC Filings) or Section 7.5.4 (Publications) or as may be appropriate for each Party to make in connection with its own or with the other Party’s Development or Commercialization activities as contemplated hereunder, neither Party will make any public announcement regarding this Agreement or the Development or Commercialization of Products without the prior written approval of

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the other Party.  For the sake of clarity, nothing in this Agreement will prevent either Party from making any scientific publication or public announcement concerning its own or the other Party’s Development or Commercialization activities with respect to Products under this Agreement; provided, however, that neither Party will disclose any of the other Party’s Confidential Information in any such publication or announcement without obtaining such other Party’s prior written consent to do so.  Non-limiting examples of announcements contemplated hereunder are press releases related to the achievement of any milestone event by either Party, and the publication of significant clinical data by either Party.

7.5.3.                            Press Release Announcing This Agreement.  Notwithstanding anything to the contrary in this Agreement, Pharmacopeia shall issue a mutually agreed press release announcing the execution of this Agreement promptly after the Effective Date of the Agreement.  The press release shall include the customary information concerning agreements of this nature and scope of the matters contemplated hereby.

7.5.4.                            Publications.  During the Term, each Party will submit to the other Party for review and approval all proposed academic, scientific and medical publications and public presentations relating to any Agreement Compound or Product, for review in connection with preservation of Patent Rights and/or to determine whether any of the other Party’s Confidential Information should be modified or deleted.  Written copies of such proposed publications and presentations will be submitted to the other Party no later than sixty (60) days before submission for publication or presentation and the other Party will provide its comments with respect to such publications and presentations within thirty (30) business days of its receipt of such written copy.  The review period may be extended for an additional sixty (60) days in the event the other Party can demonstrate reasonable need for such extension including, but not limited to, the preparation and filing of patent applications.  By mutual agreement, this period may be further extended. Wyeth and Pharmacopeia will each comply with standard academic practice regarding authorship of scientific publications and recognition of contribution of other parties in any publications relating to the research work to be conducted under this Agreement.

8.                                      REPRESENTATIONS AND WARRANTIES.

8.1.                                               Representations and Warranties of Each Party.  Each of Pharmacopeia and Wyeth hereby represents, warrants, and covenants to the other Party hereto as follows:

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(a)                             it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation;

(b)                            the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action and does not require any shareholder action or approval;

(c)                             it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder;

(d)                            the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and

(e)                             it will at all times comply with all applicable material laws and regulations relating to its activities under this Agreement.

8.2.                                               Additional Representations and Warranties of Pharmacopeia.  In addition to the representations and warranties made by Pharmacopeia elsewhere in this Agreement, Pharmacopeia hereby represents, warrants, and covenants to Wyeth, as of the Effective Date, that:

(a)                             Schedule 8.2 identifies all of the Pharmacopeia Patent Rights ** along with the following information with respect to each identified Patent Right, as applicable: (i) country, (ii) title, (iii) application number, (ii) application filing date, (v) patent number, (vi) patent issue date, and (vii) listed inventor(s).  As of the **, to the best of Pharmacopeia’s knowledge, the Pharmacopeia Patent Rights are not invalid or unenforceable, in whole or in part.  Other than the Pharmacopeia Patent Rights set forth on Schedule 8.2, to the best of Pharmacopeia’s knowledge, Pharmacopeia does not Control any Patent Rights relating to JAK-3 Kinase Inhibitors.

(b)                            All rights, title, and interests in the Pharmacopeia Patent Rights are owned by Pharmacopeia free and clear of any liens, charges, encumbrances, licenses, or other claim of right or

45

ownership by any Third Party other than those arising under the Pharmacopeia Third Party Agreements.

(c)                             Pharmacopeia has the full right, power and authority to grant the licenses granted or to be granted to Wyeth under this Agreement.

(d)                            No Pharmacopeia Patent Right existing as of the Effective Date is subject to any funding agreement with any government or governmental agency.  To the extent that any of the Pharmacopeia Patent Rights arose from work funded in whole or in part by U.S. federal funding, all requirements necessary to vest the entire right, title and interest in Pharmacopeia have been satisfied.

(e)                             Pharmacopeia has delivered to Wyeth **.

(f)                               To the best of Pharmacopeia’s knowledge, no license granted by Pharmacopeia to any Third Party, conflicts with the license grants to Wyeth under this Agreement.  No license granted by any Third Party to Pharmacopeia conflicts with the license grants to Wyeth under this Agreement.

(g)                            Pharmacopeia has not received any notice from any Third Party asserting any ownership rights to any Pharmacopeia Know-How or Pharmacopeia Patent Right; and Pharmacopeia has not received any notice of, and there is not any pending or to the best of Pharmacopeia’s knowledge threatened, action, suit, proceeding or claim by a Third Party (i) asserting that Pharmacopeia is infringing or has misappropriated or otherwise is violating any patent, trade secret or other proprietary right of any Third Party or (ii) relating to the Pharmacopeia Patent Rights.

(h)                            There is no dispute pending, or to the best of Pharmacopeia’s knowledge threatened, regarding any conflicts between any licenses granted by Pharmacopeia to a Third Party.

(i)                                To the best of Pharmacopeia’s knowledge, as of the Effective Date, (i) the practice of the Pharmacopeia Patent Rights and Pharmacopeia Know-How in the course of the Research Collaboration, and (ii) the making, use or sale of Pharmacopeia Compounds existing as of the Effective Date, does not infringe any issued patent owned or possessed by any Third Party.  To the best of Pharmacopeia’s knowledge, as of the Effective Date, there are no Third Party patent applications pending which, if issued, would be infringed by (i) the practice of the

46

Pharmacopeia Patent Rights or Pharmacopeia Know-How in the course of the Research Collaboration or (ii) the making, use or sale of Pharmacopeia Compounds existing as of the Effective Date.

(j)                                Pharmacopeia has not granted any license to any Third Party with respect to the Pharmacopeia Compounds set forth on Schedule 1.62 (Pharmacopeia Compounds).

(k)                             During the Term, Pharmacopeia will not enter into any agreement with any Third Party that would adversely affect the rights granted to Wyeth under this Agreement other than agreements entered into in compliance with the terms and conditions of this Agreement.

(l)                                The Pharmacopeia Compounds identified on Schedule 1.58 (Pharmacopeia Compounds) constitute all  compounds owned or Controlled by Pharmacopeia that have been identified by Pharmacopeia as JAK-3 Kinase Inhibitors.

8.3.                                               Additional Representations and Warranties of Wyeth.  In addition to the representations and warranties made by Wyeth elsewhere in this Agreement, Wyeth hereby represents, warrants, and covenants to Pharmacopeia as of the Effective Date, that:

(a)                             Wyeth has the full right, power and authority to grant the licenses granted or to be granted to Pharmacopeia under this Agreement.

(b)                            Wyeth will not provide any compounds or Know-How to Pharmacopeia that Wyeth knows would, if used by Pharmacopeia in working under the Research Collaboration, infringe an issued patent owned or possessed by a Third Party.

(c)                             Neither any license granted by Wyeth to any Third Party, nor any license granted by any Third Party to Wyeth conflicts with the license grants to Pharmacopeia under this Agreement.

(d)                            During the Term of this Agreement, Wyeth will not enter into any agreement with any Third Party that would materially adversely affect the rights granted to Pharmacopeia under this Agreement.

8.4.                                               Disclaimer.  EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE PARTIES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND PARTICULARLY THAT PRODUCTS WILL BE SUCCESSFULLY DEVELOPED HEREUNDER, AND IF PRODUCTS ARE DEVELOPED,

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WITH RESPECT TO SUCH PRODUCTS, THE PARTIES DISCLAIM ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9.                                      GOVERNMENT APPROVALS; TERM AND TERMINATION.

9.1.                                               Government Approvals.  Pharmacopeia and Wyeth will cooperate and use respectively all reasonable efforts to make all registrations, filings and applications, to give all notices and to obtain as soon as practicable all governmental or other consents, transfers, approvals, orders, qualifications authorizations, permits and waivers, if any, and to do all other things necessary or desirable for the consummation of the transactions as contemplated hereby.

9.2.                                               Term.  The term of this Agreement will commence on the Effective Date and will extend, unless this Agreement is terminated earlier in accordance with this Article 9, on a Wyeth Product-by-Wyeth Product and country-by-country basis until the expiration of the Royalty Term applicable to the sale of such Wyeth Product in such country (“Term”).  Upon expiration of the Term, the license rights granted to Wyeth under Section 2.1.2 with respect to such Wyeth Product will **.

9.3.                                               Termination for Cause.  Either Party may terminate this Agreement in its entirety at any time during the Term by giving written notice to the other Party in the event that the other Party commits a material breach of its obligations under this Agreement and such breach remains uncured for ninety (90) days or, in the event such breach is for failure to pay, forty-five (45) days, measured from the date written notice of such breach is given to the breaching Party; provided, however, that if any breach other than non-payment is not reasonably curable within ninety (90) days and so long as the Party alleged to be in breach is using Commercially Reasonable Efforts to cure such breach, such termination will be delayed for a reasonable period of time in order to permit such Party reasonable time to cure such breach.  If the alleged material breach relates to non-payment of an amount that is subject to a bona fide good faith dispute between the Parties as to whether such payment is due, the forty-five (45) day cure period will be tolled pending resolution of such dispute; provided, however, that if such amount is part of a larger payment due, only the cure period for the amount in dispute will be tolled.  Notwithstanding the foregoing, if a **.

9.4.                                               Termination by Wyeth.

9.4.1.                            Termination Without Cause.  Wyeth will have the right, exercisable upon ** prior written notice, provided at any time after the ** of the Effective Date to Pharmacopeia, to terminate the Research Collaboration and/or this Agreement  either (a) in its entirety, or (b) through a Partial Termination in one or more countries of the Territory.

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9.4.2.                            Termination Upon Cessation of Development.  In the event that Wyeth determines to discontinue Development and Commercialization of ** in all countries of the Territory, then Wyeth will terminate this Agreement in its entirety by providing written notice to Pharmacopeia, which termination will be effective upon the delivery of such notice.  In the event that Wyeth determines to discontinue Development and Commercialization of all Wyeth Available Compounds in any particular Major Market Country, then Wyeth will terminate this Agreement in such Major Market Country by providing written notice to Pharmacopeia, which Partial Termination will be effective upon the delivery of such notice.

9.4.3.                            Termination for a Material Safety, Efficacy or Regulatory Issue.  Wyeth will have the right to terminate this Agreement, at any time, on a Wyeth Product-by-Wyeth Product basis, by giving ** prior written notice to Pharmacopeia in the event of any safety, efficacy or regulatory issue that would have a material adverse effect on Wyeth’s ability to Develop  or Commercialize any Wyeth Product, as determined in Wyeth’s reasonable judgment and according to Wyeth’s standard internal procedures for evaluating such safety, efficacy or regulatory issues.

9.4.4.                            ** of Either Party.  If a **.  In all other respects the Agreement will remain in full force and effect.

9.4.5.                            **.  If a **, the following will occur:

(a)                             Notwithstanding Sections ** to give effect to this provision.

(b)                            If any **.

9.5.                                               Effects of Termination.

9.5.1.                            Effect of Termination by Wyeth for Cause.  If Wyeth terminates this Agreement pursuant to Section 9.3 (Termination for Cause):

(a)                             The **;

(b)                            All **; and

(c)                             Pharmacopeia shall **.

In the event of a termination resulting from ** breach of this Agreement.

9.5.2.                            Effect of Termination by Pharmacopeia for Cause.  If Pharmacopeia terminates this Agreement pursuant to Section 9.3 (Termination for Cause):

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(a)                             The **;

(b)                            If the Agreement is terminated **;  and

(c)                             In the case of a **.

Nothing in this Section 9.5.2 (Effect of Termination by Pharmacopeia for Cause) shall limit any other remedy Pharmacopeia may have for Wyeth’s breach of this Agreement.  In the event that, despite the termination of this Agreement or any **, Wyeth continues to sell Wyeth Products in a terminated country, Pharmacopeia will remain entitled to receive all payments that would have been due under this Agreement with respect to such sales.

9.5.3.                            Effect of Termination by Wyeth Upon Discontinuation of Development.  If Wyeth terminates this Agreement pursuant to Section 9.4.2 (Termination for Cessation of Development):

(a)                             If the Agreement is terminated **; and

(b)                            If the termination is a **.

**.

9.5.4.                            Effect of Termination by Wyeth Without Cause.  If Wyeth terminates this Agreement pursuant to Section 9.4 (Termination by Wyeth) hereof with respect to ** under this Agreement with respect to such sales.  If Wyeth terminates this Agreement **.

9.5.5.                            Disposition of Inventories of Products.  Following termination or expiration of this Agreement with respect to one or more Wyeth Products, Wyeth, its Affiliates and its sublicensees will have the right to continue to sell their existing inventories of such Products after the effective date of such termination or expiration, subject to Pharmacopeia’s continuing right to receive all payments that would have been due under this Agreement with respect to such sales.

9.6.                                               Survival of Certain Obligations.  Expiration or termination of the Agreement will not relieve the Parties of any obligation accruing before such expiration or termination.  The provisions of Articles 7 (Confidentiality) and 10 (Indemnification and Insurance) and Sections 4.8 (Wyeth Materials), 5.6 (Maintenance of Records; Audits), 6.1 (Ownership), 6.3 (Trademarks and Copyrights), 9.5 (Effects of Termination), 9.6 (Survival of Certain Obligations), 12.4 (Correspondence and Notices) and 12.9 (Governing Law) will survive the expiration or termination of the Agreement.  Section 9.2 (Term) (and as applied therewith Article 2 (Licenses)) will survive the expiration of the Agreement.  Any expiration or early termination of this Agreement will be without prejudice to the rights of either Party against the

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other accrued or accruing under this Agreement before expiration or early termination.  Furthermore, if Wyeth continues to Develop Agreement Compounds or sell Wyeth Products despite termination of this Agreement for any reason (other than termination by Wyeth this Agreement pursuant to Section 9.3 (Termination for Cause) resulting from an uncured material breach of Section 2.6 (Restrictions), 8.2(b), 8.2(g), 8.2(i), and 8.2(j) (Additional Representations and Warranties of Pharmacopeia)), then 5.2 (Designation Payments), 5.3 (Event Payments), Section 5.4 (Royalties) 5.5 (Reports and Payments), and 5.6 (Maintenance of Records and Audits) will survive the expiration or termination of the Agreement with respect to such sales.

10.                               INDEMNIFICATION AND INSURANCE.

10.1.                                        Indemnification by Wyeth.  Wyeth will indemnify, defend and hold harmless Pharmacopeia, each of its Affiliates, and each of its and its Affiliates’ employees, officers, directors and agents (each, a “Pharmacopeia Indemnified Party”) from and against any and all liability, loss, damage, expense (including reasonable attorneys’ fees and expenses) and cost (collectively, a “Liability”) that the Pharmacopeia Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of: (a) any intentional misconduct or gross negligence on the part of Wyeth or its Affiliates in performing any activity contemplated by this Agreement; (b) the development, preclinical and clinical testing, manufacture, distribution, sale and/or use (including but not limited to product liability claims) of any Wyeth Product, or the personal injury or death of any person as a result of use of any Wyeth Product sold by Wyeth, its Affiliates or sublicensees; or (c) the material breach by Wyeth of any of its representations, warranties or covenants set forth in this Agreement; except, (i) in each case ((a), (b), and (c)), to the extent caused by the gross negligence or intentional misconduct of Pharmacopeia or any Pharmacopeia Indemnified Party and (ii) for Liability arising from intellectual property infringement and trade secret misappropriation.

10.2.                                        Indemnification by Pharmacopeia.  Pharmacopeia will indemnify, defend and hold harmless Wyeth, its Affiliates, and each of its and its Affiliates’ employees, officers, directors and agents (each, a “Wyeth Indemnified Party”) from and against any and all Liabilities that the Wyeth Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of: (a) any intentional misconduct or gross negligence on the part of Pharmacopeia or its Affiliates in performing any activity contemplated by this Agreement; (b) the material breach by Pharmacopeia of any of its representations, warranties or covenants set forth in this Agreement; or the development, preclinical and clinical testing, manufacture, distribution, sale and/or use (including but not limited to product liability claims) of any Pharmacopeia Product, or the personal injury or death of any person as a result of use of any Product supplied by Pharmacopeia for use in clinical trials to the extent caused by a manufacturing defect, except, (i) in each case ((a), (b), and (c)), to the extent caused by the gross negligence or intentional misconduct of

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Wyeth or any Wyeth Indemnified Party and (ii) for Liability arising from intellectual property infringement or trade secret misappropriation.

10.3.                                        Procedure.  Each Party will notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder.  In case any proceeding (including any governmental investigation) will be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 10, such Party (the “Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) in writing within fifteen (15) days and the Indemnifying Party and Indemnified Party will meet to discuss how to respond to any claims that are the subject matter of such proceeding.  The Indemnifying Party, upon request of the Indemnified Party, will retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and will pay the fees and expenses of such counsel related to such proceeding.  The Indemnified Party agrees to cooperate fully with the Indemnifying Party in the defense of any such claim, action or proceeding, or any litigation resulting from any such claim.  In any such proceeding, the Indemnified Party will have the right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  All such fees and expenses will be reimbursed as they are incurred. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.  The Indemnifying Party will not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which the Indemnified Party is, or arising out of the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding.

10.4.                                        Insurance.  Each Party further agrees to use Commercially Reasonable Efforts to obtain and maintain, with respect to any Product for which such Party is the Lead Developer, commercial general liability insurance, including products liability insurance, with reputable and financially secure insurance carriers to cover its indemnification obligations under Sections 10.1 (Indemnification by Wyeth) or 10.2 (Indemnification by Pharmacopeia), as applicable, or self-insurance (or any combination thereof) (i) upon **; and (ii) upon **.  Insurance will be procured with carriers having an A.M. Best Rating of A-VII or better.

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11.                               DISPUTE RESOLUTION

11.1.                                        General.  Any controversy, claim or dispute arising out of or relating to this Agreement will be settled, if possible, through good faith negotiations between the Parties.  If however, the Parties are unable to settle such dispute after good faith negotiations, the matter will be referred to the Executive Officers to be resolved by negotiation in good faith as soon as is practicable but in no event later than thirty (30) days after referral.  Such resolution, if any, of a referred issue will be final and binding on the Parties.

11.2.                                        Failure of Executive Officers to Resolve Dispute.  If the Executive Officers are unable to settle the dispute after good faith negotiation in the manner set forth above, either Party may seek resolution of the dispute through and any remedies available at law or in equity from any court of competent jurisdiction as provided in Section 12.9 (Governing Law) hereof.

12.                               MISCELLANEOUS.

12.1.                                        Assignment.  Neither Party will assign this Agreement nor any rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed, except as follows:  Either Party may assign its rights and obligations under this Agreement by way of sale of such Party itself or the sale of the portion of the business of such Party to which this Agreement relates, through merger, sale of assets and/or sale of stock or ownership interest, provided that such sale is not primarily for the benefit of such Party’s creditors.  Either Party may assign its rights and obligations under this Agreement to an Affiliate of such Party, provided that such Party will remain liable for all of its rights and obligations under this Agreement.  Each Party will promptly notify the other Party of any assignment or transfer under the provisions of this Section.  This Agreement will be binding upon the successors and permitted assigns of the Parties, and the name of a Party appearing herein will be deemed to include the names of such Party’s successors and permitted assigns to the extent necessary to carry out the intent of this Agreement.  Any assignment not in accordance with this Section 12.1 (Assignment) will be void.

12.2.                                        Further Actions.  Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of the Agreement.

12.3.                                        Force Majeure.  Neither Party will be liable to the other for delay or failure in the performance of the obligations on its part contained in this Agreement if and to the extent that such failure or delay is due to circumstances beyond its control which it could not have avoided by the exercise of reasonable diligence.  It will notify the other Party promptly should such circumstances arise, giving an indication of the likely extent and duration thereof, and will use all Commercially Reasonable Efforts to resume performance of its

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obligations as soon as practicable; provided, however, that neither Party will be required to settle any labor dispute or disturbance.

12.4.                                        Correspondence and Notices.

12.4.1.                     Ordinary Notices.  Correspondence, reports, documentation, and any other communication in writing between the Parties in the course of ordinary implementation of this Agreement will be delivered by hand, sent by facsimile transmission (receipt verified), or by airmail to the employee or representative of the other Party who is designated by such other Party to receive such written communication.  During the Research Term, all such notices will be conveyed via the JRC.

12.4.2.                     Extraordinary Notices.  Extraordinary notices and other communications hereunder (including, without limitation, any notice of force majeure, breach, termination, change of address, etc.) will be in writing and will be deemed given if delivered personally or by facsimile transmission (receipt verified), mailed by registered or certified mail (return receipt requested), postage prepaid, or sent by nationally recognized express courier service, to the Parties at the following addresses (or at such other address for a Party as will be specified by like notice; provided, however, that notices of a change of address will be effective only upon receipt thereof):

All correspondence to Wyeth will be addressed as follows:

Wyeth Pharmaceuticals

500 Arcola Road

Collegeville, Pennsylvania  19426

Attn: **

Fax:  **

with a copy to:

Wyeth

Five Giralda Farms

Madison, New Jersey  07940

Attn:  **

Fax:  **

All correspondence to Pharmacopeia will be addressed as follows:

Pharmacopeia Drug Discovery, Inc.

3000 Eastpark Boulevard

Cranbury, NJ ###-###-####

Attn:  Chief Executive Officer

with a copy to:

Pharmacopeia Drug Discovery, Inc.

3000 Eastpark Boulevard

Cranbury, NJ ###-###-####

Attn:  General Counsel

Fax: **

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12.5.                                        Amendment.  No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in writing and signed by a duly authorized officer of each Party.

12.6.                                        Waiver.  No provision of the Agreement will be waived by any act, omission or knowledge of a Party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving Party.  The waiver by either of the Parties of any breach of any provision hereof by the other Party will not be construed to be a waiver of any succeeding breach of such provision or a waiver of the provision itself.

12.7.                                        Severability.  If any clause or portion thereof in this Agreement is for any reason held to be invalid, illegal or unenforceable, the same will not affect any other portion of this Agreement, as it is the intent of the Parties that this Agreement will be construed in such fashion as to maintain its existence, validity and enforceability to the greatest extent possible.  In any such event, this Agreement will be construed as if such clause of portion thereof had never been contained in this Agreement, and there will be deemed substituted therefor such provision as will most nearly carry out the intent of the Parties as expressed in this Agreement to the fullest extent permitted by applicable law.

12.8.                                        Descriptive Headings.  The descriptive headings of this Agreement are for convenience only, and will be of no force or effect in construing or interpreting any of the provisions of this Agreement.

12.9.                                        Governing Law.  This Agreement will be governed by and interpreted in accordance with the substantive laws of the State of New York, without regard to conflict of law principles thereof.

12.10.                                 Jurisdiction; Venue; Service of Process.

12.10.1.              Jurisdiction.  Each Party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state courts of the State of New York located in New York City or the United States District Court for the Southern District of New York located in New York City for the purpose of any Claim between the parties arising in whole or in part under or in connection with this Agreement, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Claim, any claim that it is not subject personally to the jurisdiction of the above-named courts, that

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its property is exempt or immune from attachment or execution, that any such Claim brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such Claim other than before one of the above-named courts.  Notwithstanding the previous sentence, a Party may commence any Claim in a court other than the above-named courts solely to seek pre-litigation attachment of assets or preliminary injunction relief prior to litigation on the merits in the above-named courts or for the purpose of enforcing an order or judgment issued by one of the above-named courts.

12.10.2.              Venue.  Each Party agrees that for any Claim between the parties arising in whole or in part under or in connection with this Agreement, such Party bring Claims only in the City of New York.  Each Party further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction.

12.10.3.              Service of Process.  Each Party hereby (a) consents to service of process in any Claim between the parties arising in whole or in part under or in connection with this Agreement in any manner permitted by New York law, (b) agrees that service of process made in accordance with clause (a) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 12.4 (Correspondence and Notices), will constitute good and valid service of process in any such Claim and (c) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Claim any claim that service of process made in accordance with clause (a) or (b) does not constitute good and valid service of process.

12.11.                                 Waiver of Jury Trial.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.  THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO

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TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. 

12.12.                                 Entire Agreement of the Parties.  This Agreement constitutes and contains the complete, final and exclusive understanding and agreement of the Parties and cancels and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether oral or written, among the Parties respecting the subject matter hereof and thereof.

12.13.                                 Independent Contractors.  Both Parties are independent contractors under this Agreement.  Nothing herein contained will be deemed to create an employment, agency, joint venture or partnership relationship between the Parties hereto or any of their agents or employees, or any other legal arrangement that would impose liability upon one Party for the act or failure to act of the other Party.  Neither Party will have any express or implied power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other Party, or to bind the other Party in any respect whatsoever.

12.14.                                 Compliance with Laws.  In exercising their rights under this Agreement, the Parties shall fully comply in all material respects with the requirements of any and all applicable laws, regulations, rules and orders of any governmental body having jurisdiction over the exercise of rights under this Agreement including, without limitation, those applicable to the discovery, development, manufacture, distribution, import and export and sale of Products pursuant to this Agreement.

12.15.                                 Patent Marking.  Wyeth agrees to mark and have its Affiliates and sublicensees mark all Products sold pursuant to this Agreement in accordance with the applicable statute or regulations relating to patent marking in the country or countries of manufacture and sale thereof.

12.16.                                 Counterparts.  This Agreement may be executed in any number of counterparts, each of which need not contain the signature of more than one Party but all such counterparts taken together will constitute one and the same agreement.

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IN WITNESS WHEREOF, duly authorized representatives of the Parties have duly executed this Agreement to be effective as of the Effective Date.

SCHEDULE 1.8

COMPETING PHARMACEUTICAL COMPANIES

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SCHEDULE 1.10

COMPOUND SELECTION CRITERIA

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**

**

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1.10-2

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1.10-3

SCHEDULE 1.22

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An Agreement compound shall meet the following criteria prior to designation by the JRC as a  **:

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1

SCHEDULE 1.62

PHARMACOPEIA COMPOUNDS

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SCHEDULE 1.75

PRIMARY PROSECUTION COUNTRIES

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SCHEDULE 3.7

PROPOSED PHARMACOPEIA SUBCONTRACTORS

The following subcontractors have been proposed by Pharmacopeia for review and approval by the JRC within sixty (60) days after the Effective Date.

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SCHEDULE 8.2

PHARMACOPEIA DISCLOSURE SCHEDULE

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EXHIBIT A

RESEARCH PLAN OUTLINE

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