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*** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
COLLABORATION AND LICENSE AGREEMENT
This COLLABORATION AND LICENSE AGREEMENT (the "Agreement"), effective as of the 25 th day of February 2002
(the "Effective Date"), is made by and between Pharmacopeia, Inc., a Delaware corporation, having a principal place of business
at 3000 Eastpark Boulevard, Cranbury, New Jersey 08512 ("Pharmacopeia"), and N.V. Organon, a Dutch Company limited by
Shares, having a principal place of business at Kloosterstraat 6, 5342 AB Oss, The Netherlands ("Organon").
WHEREAS , Pharmacopeia has internal expertise in the screening and optimization of compounds;
WHEREAS , Organon is interested in utilizing the expertise of Pharmacopeia in the identification of Lead Compounds
against certain Targets; and
WHEREAS, Organon and Pharmacopeia wish to enter into a Research Collaboration the objective of which will be for
Pharmacopeia to deliver eight (8) Lead Series and for Organon to develop market and sell Collaboration Products.
NOW THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth in this Agreement, the
Parties hereto agree as follows:
As used herein, the following terms shall have the meanings set forth below:
1.1 " Affiliate " means any Person controlled by, controlling, or under common control with a Party. For the purpose of this
Section 1.1 only, "control" shall refer to (a) the possession, directly or indirectly, of the power to direct the management or
policies of a Person, whether through the ownership of voting securities, by contract or otherwise, or (b) the ownership, directly
or indirectly, of at least fifty percent (50%) (or, if less, the maximum owners