This CONSULTING AGREEMENT, made the 12th day of December 2000 is between PHARMACOPEIA
INC. ("PCOP"), a Delaware corporation having a place of business at 3000 Eastpark Blvd., Cranbury, NJ
08512 and RICHARD WALSH ("Consultant"), located at 49 Benedict Crescent, Denville, New Jersey 07834.
In order to have available Consultant's knowledge, experience, and advice relative to certain research, product
development and/or marketing activities of PCOP, and in exchange for good and valuable consideration, PCOP
and Consultant hereby agree as follows:
1. SERVICES: Consultant agrees to perform such consulting, advisory, and related services to and for PCOP as
may reasonably be requested from time to time by PCOP, including, but not limited to, the services specified in
Attachment A to this Agreement.
2. TERM: This Agreement is effective as of January 1, 2001 and will continue until June 30, 2001 unless
otherwise extended (such period is referred to as the "Consultation Period"), or until either Consultant or PCOP
notifies the other in writing of his or its desire to terminate the Consultation Period in accordance with the
provisions of Section 10.
3. SERVICE MINIMUMS: During the consultation period of this Agreement and subject to the termination
provisions of Section 10, PCOP will provide the Consultant with the opportunity to perform an average of no
less than eight
(8) full days of consulting services each month for the first three months and an average of no less than six (6) full
days of consulting services during the second three months. Consultant will provide reasonable additional
amounts of Consulting services as agreed to by Consultant and PCOP, subject to the provisions of Section 9.
4. LOCATION: Consultant's services under this Agreement shall be rendered at such times and at such places as
will be mutually satisfactory to Consultant and PCOP.
5. INDEPENDENT CONTRACTOR STATUS: Consultant shall perform all services under this Agreement as