INDENTURE BETWEEN PHARMACOPEIA, INC. AND AS TRUSTEE DATED AS OF , 200 SENIOR DEBT SECURITIESPharmacopeia Drug Discovery Inc • August 13th, 2007 • Services-commercial physical & biological research • New York
INDENTURE, dated as of , between PHARMACOPEIA, INC., a Delaware corporation (the “Company”), having its principal office at , and , as trustee, (the “Trustee”), the office of the Trustee at which at the date hereof its corporate trust business is principally administered being .
PHARMACOPEIA DRUG DISCOVERY, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY RIGHTS AGREEMENT Dated as of April , 2004Rights Agreement • April 9th, 2004 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • New York
RIGHTS AGREEMENT, dated as of April 6, 2004 (the "Agreement"), between PHARMACOPEIA DRUG DISCOVERY, INC., a Delaware corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the "Rights Agent").
INDENTURE BETWEEN PHARMACOPEIA, INC. AND AS TRUSTEE DATED AS OF , 200Pharmacopeia Drug Discovery Inc • August 13th, 2007 • Services-commercial physical & biological research • New York
INDENTURE, dated as of , between PHARMACOPEIA, INC., a Delaware corporation (the “Company”), having its principal office at , and , as trustee, (the “Trustee”), the office of the Trustee at which at the date hereof its corporate trust business is principally administered being .
UNDERWRITING AGREEMENTUnderwriting Agreement • May 2nd, 2007 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • New York
PURCHASE AGREEMENTPurchase Agreement • August 2nd, 2005 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • New York
THIS AGREEMENT is made as of the 27th day of July 2005 by and between Pharmacopeia Drug Discovery, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware, with its principal offices at P.O. Box 5350, Princeton, New Jersey 08543-5350, and the purchaser whose name and address is set forth on the signature page hereof (the “Purchaser”).
SECOND AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • September 23rd, 2008 • Pharmacopeia Inc • Services-commercial physical & biological research • New Jersey
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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • October 17th, 2006 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • New York
Pharmacopeia Drug Discovery, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and Merriman Curhan Ford & Co. (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 5,798,784 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”). The respective amounts of the Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to issue to the Underwriters, the warrants referred to in Section 1(c) to purchase up to an aggregate of 1,449,696 shares of Common Stock.
INDENTURE BETWEEN PHARMACOPEIA DRUG DISCOVERY, INC. AND AS TRUSTEE DATED AS OF , 200Indenture • March 19th, 2007 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • New York
INDENTURE, dated as of , between PHARMACOPEIA DRUG DISCOVERY, INC., a Delaware corporation (the “Company”), having its principal office at , and , as trustee, (the “Trustee”), the office of the Trustee at which at the date hereof its corporate trust business is principally administered being .
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 3rd, 2004 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • Delaware
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is dated as of this 30th day of April, 2004, by and between PHARMACOPEIA, INC., a Delaware corporation (“Pharmacopeia”), and ACCELRYS INC., a Delaware corporation and a wholly owned subsidiary of Pharmacopeia (Pharmacopeia and Accelrys Inc. are referred to herein collectively as “Accelrys”), on the one hand, and PHARMACOPEIA DRUG DISCOVERY, INC., a Delaware corporation (“PDD”), on the other hand. Each of Accelrys and PDD is sometimes hereinafter referred to as a “Party” and together as the “Parties.”
EMPLOYEE MATTERS AGREEMENT dated as of April 30, 2004 between PHARMACOPEIA, INC. and PHARMACOPEIA DRUG DISCOVERY, INC.Employee Matters Agreement • May 3rd, 2004 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • Delaware
THIS IS AN EMPLOYEE MATTERS AGREEMENT, dated as of April 30, 2004 (the “Agreement”), by and between Pharmacopeia, Inc., a Delaware corporation (together with its successors and permitted assigns, “Supplier”), and Pharmacopeia Drug Discovery, Inc., a Delaware corporation (together with its successors and permitted assigns, “Spinco”) (collectively, the “Parties” or individually, a “Party”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • December 23rd, 2008 • Pharmacopeia Inc • Services-commercial physical & biological research • New York
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”).
SEVERANCE AGREEMENT FOR DAVID M. FLOYDSeverance Agreement • March 23rd, 2005 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • New Jersey
This SEVERANCE AGREEMENT (the “Agreement”) is made and entered into as of the 7th day of January, 2005, by and between PHARMACOPEIA DRUG DISCOVERY, INC., a Delaware corporation (hereinafter, the “Company”), and David M. Floyd an individual (hereinafter, “Employee”).
PATENT AND SOFTWARE LICENSE AGREEMENTPatent and Software License Agreement • May 3rd, 2004 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • Delaware
This PATENT AND SOFTWARE LICENSE AGREEMENT (the “Agreement”), effective this 30th day of April, 2004 (the “Effective Date”), is between Pharmacopeia Drug Discovery, Inc., a corporation organized and existing under the laws of the State of Delaware and having a principal place of business at 3000 Eastpark Boulevard, Cranbury New Jersey 08512 (“PDD”), and Pharmacopeia, Inc., a corporation organized and existing under the laws of the State of Delaware and having a place of business at 9685 Scranton Road, San Diego, California 92121-3752 (“Pharmacopeia”), for itself and on behalf of Accelrys Inc. and each of Pharmacopeia’s subsidiaries other than PDD (Pharmacopeia and such subsidiaries other than PDD being referred to herein collectively as the “Pharmacopeia Group”).
TAX SHARING AND INDEMNIFICATION AGREEMENTTax Sharing and Indemnification Agreement • May 3rd, 2004 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • Delaware
This Tax Sharing and Indemnification Agreement (this “Agreement”) is entered into as of the Distribution Date by and between Pharmacopeia, Inc., a Delaware corporation (“Pharmacopeia”), on behalf of itself and each Pharmacopeia Affiliate, and Pharmacopeia Drug Discovery, Inc., a Delaware corporation (“PDD”), and their respective successors.
SEVERANCE AGREEMENT FOR WILLIAM J. DELORBESeverance Agreement • April 9th, 2004 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • New Jersey
This SEVERANCE AGREEMENT (the "Agreement") is made and entered into as of the 24th day of March, 2004, by and between PHARMACOPEIA DRUG DISCOVERY, INC., a Delaware corporation (hereinafter, the "Company"), and William J. DeLorbe, Ph.D., an individual (hereinafter, "Employee").
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, 2008Agreement and Plan of Merger • September 25th, 2008 • Pharmacopeia Inc • Services-commercial physical & biological research • Delaware
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”).
CONSULTING AGREEMENT FOR FOUNDING MEMBERS OF THE PHARMACOPEIA, INC. SCIENTIFIC ADVISORY BOARDPharmacopeia Drug Discovery Inc • February 17th, 2004 • Services-commercial physical & biological research • California
This Agreement is made as of March , 1993, between PharmaCopeia, Inc. (the "Company") and Paul A. Bartlett (the "Consultant") and shall be effective upon execution by the Consultant (the "Effective Date") .
COMMERCIALIZATION AGREEMENTCommercialization Agreement • November 2nd, 2006 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research
This Amendment No. 1 (this “Amendment”), effective as of August 1, 2006 (the “Amendment Effective Date”), is entered into by and between SmithKline Beecham Corporation, doing business as GlaxoSmithKline, a Pennsylvania corporation having a principal place of business at One Franklin Plaza, 200 N 16th Street, Philadelphia, PA 19102 (“SB Corp”), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (“GGL”), SB Corp and GGL being collectively referred to hereinafter as “GSK”; and Pharmacopeia Drug Discovery, Inc., a Delaware corporation having a principal place of business at 3000 Eastpark Boulevard, Cranbury, New Jersey 08512 (“Pharmacopeia”). Pharmacopeia and GSK are each referred to herein by name or as a “Party” or, collectively, as the “Parties.” The Parties do hereby enter into this Amendment in order to amend that certain Product Development and C
INTERIM EMPLOYMENT AGREEMENTInterim Employment Agreement • May 13th, 2008 • Pharmacopeia Inc • Services-commercial physical & biological research • New Jersey
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”).
PATENT AND SOFTWARE LICENSE AGREEMENTPatent and Software License Agreement • April 9th, 2004 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • Delaware
This PATENT AND SOFTWARE LICENSE AGREEMENT (the "Agreement"), effective this 30th day of April, 2004 (the "Effective Date"), is between Pharmacopeia Drug Discovery, Inc., a corporation organized and existing under the laws of the State of Delaware and having a principal place of business at 3000 Eastpark Boulevard, Cranbury New Jersey 08512 ("PDD"), and Pharmacopeia, Inc., a corporation organized and existing under the laws of the State of Delaware and having a place of business at 9685 Scranton Road, San Diego, California 92121-3752 ("Pharmacopeia"), for itself and on behalf of Accelrys Inc. and each of Pharmacopeia's subsidiaries other than PDD (Pharmacopeia and such subsidiaries other than PDD being referred to herein collectively as the "Pharmacopeia Group").
MASTER SEPARATION AND DISTRIBUTION AGREEMENT BETWEEN PHARMACOPEIA, INC., ACCELRYS, INC. AND PHARMACOPEIA DRUG DISCOVERY, INC.Separation and Distribution Agreement • April 9th, 2004 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • Delaware
THIS MASTER SEPARATION AND DISTRIBUTION AGREEMENT (this "Agreement") is entered into as of April , 2004, between Pharmacopeia, Inc., a Delaware corporation ("Pharmacopeia"), Accelrys, Inc., a Delaware corporation ("Accelrys"), and Pharmacopeia Drug Discovery, Inc., a Delaware corporation ("PDD"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article VI hereof.
SEVERANCE AGREEMENT FOR MARIA L. WEBBSeverance Agreement • May 10th, 2007 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • New Jersey
This SEVERANCE AGREEMENT (the “Agreement”) is made and entered into as of the 10th day of May, 2007, by and between PHARMACOPEIA, INC., a Delaware corporation (hereinafter, the “Company”), and Maria L. Webb, Ph.D., an individual (hereinafter, “Employee”).
November 3, 2005 Stephen C. Costalas, Esq.Severance Agreement • November 4th, 2005 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research
Re: Amendment to Severance Agreement dated December 2, 2004 between Pharmacopeia Drug Discovery, Inc. (“Pharmacopeia”) and Stephen C. Costalas (the “Agreement”)
INDEMNITY AGREEMENTIndemnity Agreement • April 16th, 2004 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • Delaware
THIS AGREEMENT is made and entered into this day of , 2004 by and between Pharmacopeia Drug Discovery, Inc., a Delaware corporation (the "Company"), and ("Agent").
LICENSE AGREEMENT between BRISTOL-MYERS SQUIBB COMPANY and PHARMACOPEIA, INC.License Agreement • March 6th, 2008 • Pharmacopeia Inc • Services-commercial physical & biological research • Delaware
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.”
WARRANT TO PURCHASE COMMON STOCK OF PHARMACOPEIA DRUG DISCOVERY, INC.Pharmacopeia Drug Discovery Inc • May 12th, 2006 • Services-commercial physical & biological research • Delaware
THIS CERTIFIES THAT, for value received, «NAME» or its permitted transferees or permitted assigns (the “Holder”), from and after the Issuance Date (as defined below), and subject to the terms and conditions herein set forth, is entitled to purchase from Pharmacopeia Drug Discovery, Inc., a Delaware corporation (the “Company”), at any time before 5:00 p.m. New York City time on the earlier to occur of (i) March 24, 2011 and (ii) the effective date of a termination under the Product Development Agreement (as defined below) by the Company, in the case of Sections 12.2.1 or 12.2.4(c) of the Product Development Agreement, or by GSK (as defined in the Product Development Agreement), in the case of Section 12.2.5 of the Product Development Agreement (the “Termination Date”), «WordNumberOfWarrantShares» («NumberOfWarrantShares») shares (as adjusted from time to time pursuant to Section 2 hereof, the “Warrant Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”)
PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT AMONG SMITHKLINE BEECHAM CORPORATION DOING BUSINESS AS GLAXOSMITHKLINE, GLAXO GROUP LIMITED AND PHARMACOPEIA DRUG DISCOVERY, INC. DATED AS OFCommercialization Agreement • May 12th, 2006 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • Delaware
THIS PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT is made as of the 24th day of March, 2006 (the “EFFECTIVE DATE”) by and between SmithKline Beecham Corporation, doing business as GlaxoSmithKline, a Pennsylvania corporation having a principal place of business at One Franklin Plaza, 200 N 16th Street, Philadelphia, PA 19102 (“SB Corp”), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (“GGL”), SB Corp and GGL being collectively referred to hereinafter as “GSK”; and Pharmacopeia Drug Discovery, Inc., a Delaware corporation having a principal place of business at 3000 Eastpark Boulevard, Cranbury, New Jersey 08512 (“Pharmacopeia”). Pharmacopeia and GSK are each referred to herein by name or as a “Party” or, collectively, as the “Parties.”
ContractPharmacopeia Drug Discovery Inc • March 23rd, 2005 • Services-commercial physical & biological research
February 25, 2004 Stephen A. Spearman, Ph.D., MBA Executive Vice President Chief Operating Officer, Pharmacopeia Drug Discovery, Inc.
AMENDMENT TO LEASEPharmacopeia Inc • November 5th, 2007 • Services-commercial physical & biological research
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").
LICENSE AGREEMENTLicense Agreement • August 5th, 2005 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • New York
THIS LICENSE AGREEMENT (“Agreement”), originally entered into as of July 16, 1993, (the “Original Effective Date”), as amended and restated effective as of October 6, 1995 (the “First Amendment Date”), and as further amended and restated effective as of July 1, 2003 (the “Second Amendment Date”), among THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, a New York Corporation (“Columbia”), and COLD SPRING HARBOR LABORATORY, a New York corporation (“Cold Spring”) (hereinafter collectively referred to as “Licensor”), and PHARMACOPEIA DRUG DISCOVERY, INC., a Delaware corporation that is the successor to the rights and obligations hereunder of PHARMACOPEIA, INC. (the “Company”).
SEVERANCE AGREEMENT FOR WILLIAM J. DELORBESeverance Agreement • August 26th, 2005 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • New Jersey
This SEVERANCE AGREEMENT (the “Agreement”) is made and entered into as of the 26th day of August, 2005, by and between PHARMACOPEIA DRUG DISCOVERY, INC., a Delaware corporation (hereinafter, the “Company”), and WILLIAM J. DELORBE, an individual (hereinafter, “Employee”).
RESEARCH AND LICENSE AGREEMENT by and among WYETH, acting through its WYETH PHARMACEUTICALS DIVISION, and PHARMACOPEIA DRUG DISCOVERY, INC. Dated as of December 22, 2006Research and License Agreement • March 19th, 2007 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • New York
This Research and License Agreement (the “Agreement”) is entered into as of December 22, 2006 (the “Effective Date”), by and between Wyeth, together with its Affiliates (as defined below), acting through its Wyeth Pharmaceuticals Division, a corporation organized and existing under the laws of the State of Delaware and having a place of business at 500 Arcola Road, Collegeville, Pennsylvania 19426 (collectively, “Wyeth”) and Pharmacopeia Drug Discovery, Inc., a corporation organized and existing under the laws of the State of Delaware and having a principal place of business at 3000 Eastpark Blvd., Cranbury, NJ 08512 (together with its Affiliates, if any, “Pharmacopeia”). Wyeth and Pharmacopeia may each be referred to herein individually as a “Party” and collectively as the “Parties.”
CONSULTING AGREEMENT FOR FOUNDING MEMBERS OF THE PHARMACOPEIA, INC. SCIENTIFIC ADVISORY BOARDPharmacopeia Drug Discovery Inc • March 23rd, 2004 • Services-commercial physical & biological research • California
This Agreement is made as of March , 1993, between PharmaCopeia, Inc. (the "Company") and Paul A. Bartlett (the "Consultant") and shall be effective upon execution by the Consultant (the "Effective Date") .
November 3, 2005 David M. Floyd, Ph.D.Severance Agreement • November 4th, 2005 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research
Re: Amendment to Severance Agreement dated January 7, 2005 between Pharmacopeia Drug Discovery, Inc. (“Pharmacopeia”) and David M. Floyd (the “Agreement”)
August 3, 2006 Leslie J. Browne, Ph.D.Employment Agreement • August 4th, 2006 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research
Re: Amendment to Employment Agreement amended and restated as of February 27, 2006 between Pharmacopeia Drug Discovery, Inc. (“Pharmacopeia”) and Leslie Johnston Browne, Ph.D. (the “Agreement”)
