Board Uses in Relocation and Temporary Housing Clause

Relocation and Temporary Housing from Employment Agreement

This employment agreement (the Agreement) was originally made and entered into as of the 14th day of July, 2004 and is amended and restated as of the 27th day of February, 2006, by and between Pharmacopeia Drug Discovery, Inc., (hereinafter the Company), and Leslie Johnston Browne, Ph.D. (hereinafter Dr. Browne).

Relocation and Temporary Housing. The Company will pay for the reasonable, properly documented costs of relocating Dr. Brownes household goods to the Princeton, New Jersey area from San Francisco, California, in accordance with Company policy. The Company will also provide Dr. Browne with a payment of $4,000 per month for nine months, to be used for temporary housing in the Princeton, New Jersey area. It is anticipated that Dr. Browne will obtain permanent housing in the Princeton, New Jersey area prior to one year after the Start Date. In addition, the Company will pay for up to nine (9) trips between the Princeton, NJ area and San Francisco, CA for Dr. and/or Mrs. Browne, in connection with house-hunting or the sale or rental of their San Francisco residence. The Company will also reimburse closing costs associated with the purchase of a residence in the Princeton, New Jersey area along with associated reasonable and customary expenses. To the extent that the relocation cost and closing cost reimbursements are taxable to Dr. Browne, the Company will gross-up the payment such that the net amount received by Dr. Browne equals the amount of the reimbursable expenses. Upon the signing of a contract to purchase, lease or rent a residence in Princeton, New Jersey, the Company will pay Dr. Browne a relocation bonus of one hundred thousand dollars ($100,000), which Dr. Browne agrees to return to the Company in the event the closing on such residence is not consummated. In the event Dr. Browne sells his California residence within twelve (12) months of the Start Date, he will receive an additional payment of fifty thousand dollars ($50,000) upon verification of the closing of that sale. Should Dr. Browne voluntarily terminate his employment with the Company prior to one (1) year from the date of this Agreement, Dr. Browne will repay to the Company one half of all monies paid to him or on his behalf in association with his relocation and temporary housing, not to exceed the net amount received by him after taxes. The Company may collect any such mandatory repayments, in full or in part, by deducting them from amounts otherwise due Dr. Browne from the Company, and Dr. Browne hereby authorizes such deduction.