MAY 31, 1996
This RESEARCH AGREEMENT (the "Agreement"), effective as of May 31, 1996 (the "Effective Date"), is
made by and between Pharmacopeia, Inc., a Delaware corporation, having a principal place of business at 101
College Road East, Princeton, New Jersey 08540, U.S.A. ("Pharmacopeia"), and N.V. Organon, a Naamloze
vennootschap, with principal offices located at Kloosterstraat 6, 5342 AB Oss, The Netherlands ("Organon").
WHEREAS, Pharmacopeia owns proprietary technology relating to solid phase organic chemistry synthesis and
screening of chemical compound libraries.
WHEREAS, Pharmacopeia believes that its technology, by rapidly producing diverse and targeted compound
libraries, will accelerate the drug discovery process and increase productivity of drug discovery programs.
WHEREAS, Organon desires to obtain access to certain aspects of Pharmacopeia's proprietary technology and
work together with Pharmacopeia to identify In Vitro Leads (as defined herein) which have activity at [***] and
which may be developed into products.
WHEREAS, on even date herewith, an affiliated company of Organon, Akzo Nobel Pharma International B.V.,
a Besloten vennootschap met beperkte aansprakelijkheid ("Akzo Nobel"), and Pharmacopeia also desire to enter
into a Stock Purchase Agreement pursuant to which Akzo Nobel will agree to purchase, and Pharmacopeia will
agree to sell to Akzo Nobel certain shares of the Common Stock of Pharmacopeia, as set forth therein.
NOW, THEREFORE, for and in consideration of the covenants, conditions, and undertakings hereinafter set
forth, it is agreed by and between the parties as follows:
For purposes of this Agreement the following terms shall have the following meanings:
1.1 "ACTIVE COMPOUND" shall mean a Library Compound which has activity
[***] against any molecular target in the Field screened during the Research Program Term.