Pharmacopeia Inc Sample Contracts

Pharmacopeia Inc – CONTINGENT VALUE RIGHTS AGREEMENT (December 23rd, 2008)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of December 23, 2008 (this “Agreement”), is entered into by and among LIGAND PHARMACEUTICALS INCORPORATED, a Delaware corporation (“Buyer”), PHARMACOPEIA, INC., a Delaware corporation (“Target”), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).

Pharmacopeia Inc – Joseph A. Mollica, Chairman of the Board, Interim President & CEO Pharmacopeia John L. Higgins, President & CEO Ligand Pharmaceuticals Rodman & Renshaw 10th Annual Healthcare Conference New York City, November 11, 2008 Joseph A. Mollica, Chairman of the Board, Interim President & CEO Discovering excellence, driving clinical successTM John L. Higgins, President & CEO Ligand Pharmaceuticals (November 12th, 2008)
Pharmacopeia Inc – Pharmacopeia to Request a Hearing With NASDAQ Following Receipt of Notice of Non-Compliance (November 7th, 2008)

As previously reported, the Company was notified by the NASDAQ Staff on September 30, 2008 that its market value of listed securities had been below the minimum $50 million requirement for 10 consecutive trading days. Under these circumstances, and in accordance with NASDAQ Marketplace Rule 4450(e)(4), the Company was provided 30 calendar days, or until October 30, 2008, to regain compliance.

Pharmacopeia Inc – Joseph A. Mollica, Chairman of the Board, Interim President & CEO Pharmacopeia John L. Higgins, President & CEO Ligand Pharmaceuticals The Oppenheimer 19th Annual Healthcare Conference New York City, November 3, 2008 Joseph A. Mollica, Chairman of the Board, Interim President & CEO Discovering excellence, driving clinical successTM John L. Higgins, President & CEO Ligand Pharmaceuticals (November 3rd, 2008)
Pharmacopeia Inc – Joseph A. Mollica, Ph.D., Chairman of the Board, Interim President & CEO, Pharmacopeia John L. Higgins, President & CEO (September 25th, 2008)
Pharmacopeia Inc – AMENDMENT TO RIGHTS AGREEMENT (September 25th, 2008)

AMENDMENT TO RIGHTS AGREEMENT, dated September 24, 2008 (the “Amendment”), between PHARMACOPIA, INC. (as successor by name change to Pharmacopeia Drug Discovery, Inc.), a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Rights Agent”).

Pharmacopeia Inc – AMENDMENT TO RIGHTS AGREEMENT (September 25th, 2008)

AMENDMENT TO RIGHTS AGREEMENT, dated September 24, 2008 (the “Amendment”), between PHARMACOPIA, INC. (as successor by name change to Pharmacopeia Drug Discovery, Inc.), a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Rights Agent”).

Pharmacopeia Inc – Contacts: Ligand Pharmaceuticals Incorporated Lippert/Heilshorn & Associates John L. Higgins, President and CEO Don Markley Erika Luib, Investor Relations dmarkley@lhai.com (September 25th, 2008)
Pharmacopeia Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG LIGAND PHARMACEUTICALS INCORPORATED, MARGAUX ACQUISITION CORP., LATOUR ACQUISITION, LLC AND PHARMACOPEIA, INC. Dated as of September 24, 2008 (September 25th, 2008)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 24, 2008, by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Parent”), Margaux Acquisition Corp., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub 1”), Latour Acquisition, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Parent (“Merger Sub 2,” and together with Parent and Merger Sub 1, the “Parent Parties”), and Pharmacopeia, Inc., a Delaware corporation (the “Company”).

Pharmacopeia Inc – SECOND AMENDED AND RESTATED SEVERANCE AGREEMENT (September 23rd, 2008)

This SECOND AMENDED AND RESTATED SEVERANCE AGREEMENT (the “Agreement”) is made and entered into as of the 18th day of September, 2008 by and between PHARMACOPEIA, INC., a Delaware corporation (hereinafter, the “Company”), and Rene Belder, M.D., an individual (hereinafter, “Employee”).

Pharmacopeia Inc – Discovering excellence, driving clinical successTM BMO Capital Markets 7th Annual Focus on Healthcare Conference August 5, 2008 This presentation, and oral statements made with respect to information contained in this presentation, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forwardlooking statements include those which express plan, anticipation, intent, goal, contingency or future development and/or otherwise are not statements of historical fact. These statements are based upon management's current expectations and a (August 5th, 2008)
Pharmacopeia Inc – Pharmacopeia Announces Second Quarter 2008 Financial Results Company Updates PS433540 Development Plan and Announces Additional Cost Reductions (August 1st, 2008)

Princeton, NJ – July 31, 2008 – Pharmacopeia (NASDAQ: PCOP) today announced results for the quarter ended June 30, 2008 and further plans related to the clinical development of PS433540.

Pharmacopeia Inc – PHARMACOPEIA, INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN Amendment No. 2 (July 31st, 2008)

Pursuant to the power reserved to it in Section 17.7 of the Pharmacopeia, Inc. amended and restated 2004 Stock Incentive Plan (the “Plan”), the Board of Directors of Pharmacopeia, Inc., a Delaware corporation (the “Company”), hereby amends the Plan as follows:

Pharmacopeia Inc – PHARMACOPEIA, INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN Amendment No. 1 (July 31st, 2008)

Pursuant to the power reserved to it in Section 17.7 of the PHARMACOPEIA, INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN (the “Plan”), effective as amended and restated on May 3, 2007, the Board of Directors of Pharmacopeia, Inc., a Delaware corporation (the “Company”), hereby amends the Plan as follows:

Pharmacopeia Inc – PHARMACOPEIA, INC. RESTRICTED STOCK UNIT AGREEMENT (July 31st, 2008)

This RESTRICTED STOCK UNIT AGREEMENT, dated as of (the “Date of Grant”), is delivered by Pharmacopeia, Inc. (“Pharmacopeia”) to (the “Grantee”).

Pharmacopeia Inc – AMENDED AND RESTATED PHARMACOPEIA DRUG DISCOVERY, INC. 2004 STOCK INCENTIVE PLAN Originally Effective April 6, 2004 Amendment and Restatement Effective May 3, 2007 (July 31st, 2008)
Pharmacopeia Inc – PHARMACOPEIA’S FIRST-IN-CLASS INVESTIGATIONAL THERAPY PS433540 ACHIEVES STATISTICALLY SIGNIFICANT REDUCTIONS IN BLOOD PRESSURE IN HYPERTENSIVE PATIENTS Single Molecule with Dual Mechanism May Offer Novel Approach to Blood Pressure Management (May 16th, 2008)

May 16, 2008, New Orleans, LA – Pharmacopeia (NASDAQ: PCOP), an innovator in the discovery and development of novel small molecule therapeutics, announced today that PS433540, its first-in-class Dual Acting Receptor Antagonist (DARA), showed statistically significant blood pressure reductions in a Phase 2a study in patients with mild to moderate hypertension. PS433540 is being developed as a potential treatment for both hypertension and diabetic nephropathy and is a novel blood pressure product candidate that possesses two validated mechanisms of action in a single molecule. The data will be presented today at the Recent and Late Breaking Clinical Trials Session at the American Society of Hypertension (ASH) Twenty-Third Annual Scientific Meeting and Exposition in New Orleans.

Pharmacopeia Inc – INTERIM EMPLOYMENT AGREEMENT (May 13th, 2008)

THIS INTERIM EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into with an effective date of April 10, 2008, by and between Pharmacopeia, Inc. (hereinafter the “Company”) and Joseph A. Mollica, Ph.D. (hereinafter “Dr. Mollica”).

Pharmacopeia Inc – SEPARATION AGREEMENT AND GENERAL RELEASE (May 8th, 2008)

This Separation Agreement and General Release (“Agreement”) is being entered into as of the last signature date below (the “Effective Date”) by and between Leslie Johnston Browne (hereinafter “Dr. Browne”) and Pharmacopeia, Inc. (hereinafter the “Company” or “Pharmacopeia”). Dr. Browne and Pharmacopeia are referred to jointly as the “Parties” or individually as a “Party.”

Pharmacopeia Inc – AMENDED AND RESTATED SEVERANCE AGREEMENT (March 6th, 2008)

This AMENDED AND RESTATED SEVERANCE AGREEMENT (the “Agreement”) is made and entered into as of the 18th day of December, 2007, by and between PHARMACOPEIA, INC., a Delaware corporation (hereinafter, the “Company”), and Brian M. Posner, an individual (hereinafter, “Employee”).

Pharmacopeia Inc – AMENDED AND RESTATED SEVERANCE AGREEMENT (March 6th, 2008)

This AMENDED AND RESTATED SEVERANCE AGREEMENT (the “Agreement”) is made and entered into as of the 18th day of December, 2007, by and between PHARMACOPEIA, INC., a Delaware corporation (hereinafter, the “Company”), and Stephen C. Costalas, Esq., an individual (hereinafter, “Employee”).

Pharmacopeia Inc – LICENSE AGREEMENT between BRISTOL-MYERS SQUIBB COMPANY and PHARMACOPEIA, INC. (March 6th, 2008)

THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of October 11, 2007 (the “Effective Date”), by and between Bristol-Myers Squibb Company, a Delaware corporation headquartered at 345 Park Avenue, New York, New York 10154 (“BMS”), and Pharmacopeia, Inc., a Delaware corporation, having its principal office at 3000 Eastpark Boulevard, Cranbury, New Jersey 08512 (“Pharmacopeia”). BMS and Pharmacopeia are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Pharmacopeia Inc – AMENDED AND RESTATED SEVERANCE AGREEMENT (March 6th, 2008)

This AMENDED AND RESTATED SEVERANCE AGREEMENT (the “Agreement”) is made and entered into as of the 18th day of December, 2007, by and between PHARMACOPEIA, INC., a Delaware corporation (hereinafter, the “Company”), and David M. Floyd, Ph.D., an individual (hereinafter, “Employee”).

Pharmacopeia Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT OF LESLIE JOHNSTON BROWNE (March 6th, 2008)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 5th day of March, 2008, by and between Pharmacopeia, Inc. (hereinafter the “Company”) and Leslie Johnston Browne, Ph.D. (hereinafter “Dr. Browne”).

Pharmacopeia Inc – AMENDED AND RESTATED SEVERANCE AGREEMENT (March 6th, 2008)

This AMENDED AND RESTATED SEVERANCE AGREEMENT (the “Agreement”) is made and entered into as of the 18th day of December, 2007 by and between PHARMACOPEIA, INC., a Delaware corporation (hereinafter, the “Company”), and Rene Belder, M.D., an individual (hereinafter, “Employee”).

Pharmacopeia Inc – AMENDED AND RESTATED SEVERANCE AGREEMENT (March 6th, 2008)

This AMENDED AND RESTATED SEVERANCE AGREEMENT (the “Agreement”) is made and entered into as of the 18th day of December, 2007 by and between PHARMACOPEIA, INC., a Delaware corporation (hereinafter, the “Company”), and Maria L. Webb, Ph.D., an individual (hereinafter, “Employee”).

Pharmacopeia Inc – DISCOVERY COLLABORATION AGREEMENT between PHARMACOPEIA, INC. and BRISTOL-MYERS SQUIBB COMPANY (March 6th, 2008)

THIS DISCOVERY COLLABORATION AGREEMENT (the “Agreement”) is made and entered into effective as of October 11, 2007 (the “Effective Date”), by and between Bristol-Myers Squibb Company, a Delaware Corporation (“BMS”) and Pharmacopeia, Inc., a Delaware Corporation (“Pharmacopeia”). BMS and Pharmacopeia each may be referred to herein individually as a “Party,” or collectively as the “Parties.”

Pharmacopeia Inc – Pharmacopeia, Inc. 2008 Incentive Compensation Plan (February 11th, 2008)

This plan is designed to provide Pharmacopeia, Inc. (Pharmacopeia) employees with an incentive to achieve the Company’s annual corporate objectives.

Pharmacopeia Inc – AMENDMENT NO. 1 TO AMENDED AND RESTATED BYLAWS OF PHARMACOPEIA, INC. Effective as of December 17, 2007 (December 18th, 2007)

In accordance with Article 9 of the Amended and Restated Bylaws of Pharmacopeia, Inc. (the “Bylaws”) and Article 6 of the Amended and Restated Certificate of Incorporation of Pharmacopeia, Inc., the Board of Directors has approved the following amendments to the Bylaws:

Pharmacopeia Inc – Amendment No. 1 to Pharmacopeia, Inc. 2007 Incentive Compensation Plan (November 5th, 2007)

At its meeting held on October 18, 2007, the Compensation Committee of the Board of Directors of Pharmacopeia, Inc. (“Pharmacopeia”) approved the changes to Pharmacopeia’s 2007 Incentive Compensation Plan (the “Plan”) set forth in this Amendment No. 1.

Pharmacopeia Inc – AMENDMENT TO LEASE (November 5th, 2007)

THIS AMENDMENT TO LEASE (Amendment) dated April 18, 2007 by and between EASTPARK AT 8A having an office at 1000 Eastpark Boulevard, Cranbury, NJ 08512, (hereinafter called the “Landlord”); and PHARMACOPEIA DRUG DISCOVERY, INC., having an office at 3000 Eastpark Boulevard, Cranbury, NJ 08512 (hereinafter called the "Tenant").

Pharmacopeia Inc – Amendment to Lease (November 5th, 2007)

This Amendment to Lease ("Amendment") dated September 10, 2007 (the "Effective Date") by and between EastPark At 8A having an office at 1000 Eastpark Boulevard, Cranbury, NJ 08512 (hereinafter called "Landlord"): and Pharmacopeia, Inc., having an office at 3000 Eastpark Boulevard, Cranbury, NJ 08512 (formerly known as Pharmacopeia Drug Discovery, Inc. and hereinafter called "Tenant").

Pharmacopeia Inc – [DATE] [NAME OF GRANTEE] [ADDRESS] Re: Non-Qualified Stock Option Award Notice Dear [NAME OF GRANTEE]: (November 5th, 2007)

The Board of Directors of Pharmacopeia, Inc. (“Pharmacopeia”) hereby grants to you a non-qualified stock option (“Option”) to purchase [INSERT NUMBER] shares of common stock, par value $0.01 (“Common Stock”), of Pharmacopeia at a price of $[INSERT PRICE] (“Exercise Price”) per share, effective [INSERT DATE] (the “Grant Date”).

Pharmacopeia Inc – SEVERANCE AGREEMENT (September 7th, 2007)

This SEVERANCE AGREEMENT (the “Agreement”) is made and entered into as of the 6th day of September, 2007, by and between PHARMACOPEIA, INC., a Delaware corporation (hereinafter, the “Company”), and Eric J. Liebler, an individual (hereinafter, “Employee”).

Pharmacopeia Inc – August 30, 2007 (September 7th, 2007)