*** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Exhibit 10.28

COLLABORATION AND LICENSE AGREEMENT

This COLLABORATION AND LICENSE AGREEMENT(the "Agreement"), effective as of the 25th day of February
2002 (the "Effective Date"), is made by and between Pharmacopeia, Inc., a Delaware corporation, having a principal place of business at 3000 Eastpark Boulevard, Cranbury, New Jersey 08512
("Pharmacopeia"), and N.V. Organon, a Dutch Company limited by Shares, having a principal place of business at Kloosterstraat 6, 5342 AB Oss, The Netherlands ("Organon").

BACKGROUND

WHEREAS, Pharmacopeia has internal expertise in the screening and optimization of compounds;

WHEREAS, Organon is interested in utilizing the expertise of Pharmacopeia in the identification of Lead Compounds against certain Targets;
and

WHEREAS,Organon and Pharmacopeia wish to enter into a Research Collaboration the objective of which will be for Pharmacopeia to deliver
eight (8) Lead Series and for Organon to develop market and sell Collaboration Products.

NOW THEREFORE,in consideration of the mutual covenants and conditions hereinafter set forth in this Agreement, the Parties hereto agree
as follows:

ARTICLE 1DEFINITIONS

As used herein, the following terms shall have the meanings set forth below:

1.1  "Affiliate" means any Person controlled by, controlling, or under common control with a Party. For the purpose of this
Section 1.1 only, "control" shall refer to (a) the possession, directly or indirectly, of the power to direct the management or policies of a Person, whether through the ownership of
voting securities, by contract or otherwise, or (b) the ownership, directly or indirectly, of at least fifty percent (50%) (or, if less, the maximum ownership interest permitted by law) of the
voting securities or other ownership interest of a Person.

1.2  "Assay" collectively refers to the Primary Assay and the Secondary Assay.

1.3  "Assay Improvements" have the meaning set forth in Section 2.3.

1.4  "Collaboration Product" means any therapeutic or prophylactic product that contains a Lead Compound or Derivative
Compound thereof.

1.5  "Columbia License" means that certain license agreement effective as of July 16, 1993, as amended and restated as
of October 6, 1995, entered by and between Pharmacopeia and the Trustees of Columbia University in the City of New York and the Cold Spring Harbor Laboratory.

1.6  "Combination Product" means (1) a Collaboration Product that comprises two (2) or more active ingredients,
at least one of which is a Lead Compound or a Derivative Compound thereof.

1.7  "Confidential Information" as to each Party, means such Party's confidential information, Patent Rights and
Know-how, all the data and materials of that Party relating to the Research Collaboration, the Target Information, Lead Compounds, Organon Compounds, Derivative Compounds thereof and
Collaboration Products, and including without limitation, all research, technical, clinical development,
manufacturing, marketing, financial, personnel, and other business information and plans of such Party, which if disclosed in written, graphic or electronic form, is marked or otherwise

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designated as "confidential" or "proprietary" and, if disclosed orally, is summarized and designated as "confidential" or "proprietary" in a writing provided to the Party receiving it no later than
thirty (30) days from such disclosure.

1.8  "Controls" or "Controlled" means possession of the ability to grant
licenses or sublicenses without violating the terms of any agreement or other arrangement with, or the rights of, any Third Party.

1.9  "Derivative Compound" means a compound which is a chemical modification of a Lead Compound or other active structure
disclosed by Pharmacopeia to Organon, having activity against the same Target as such Lead Compound or other active structure, which (i) results from a chemical synthesis program based on Lead
Compound or other active structure disclosed by Pharmacopeia to Organon, or (ii) is based on structure-function data relating thereto, or (iii) is based on Developed Technology. For
clarification purposes it is understood that Organon can independently find compounds against the Target from its own discovery activities. These compounds will not be designated as Derivative
Compounds if Organon, as shown by contemporaneous documentation, has developed these compounds independently of the intellectual property described in subsections (i)-(iii) above. Further, it
is understood that Derivative Compounds with respect to a Target shall not include a compound if information about such compound's activity against the Target already was in the public domain.

1.10 "Developed Technology" means any and all data or information whether tangible or intangible, including without
limitation the Parties' Know-how and Patent Rights, which (i) is necessary to make or use Lead Compounds, or to develop, make, use or sell Collaboration Products based thereon, and
(ii) which was conceived or reduced to practice during and in the course of the Research Collaboration, by employees or agents of Organon, Pharmacopeia and any of their respective Affiliates,
either alone or jointly. Developed Technology shall not include Pharmacopeia Base Technology, Organon Base Technology or Excluded Technology.

1.11 "Development Candidate" means any Lead Compound or Derivative Compound with respect to which Organon has elected to
pursue a GLP Toxicity Study.

1.12 "Excluded Technology" means any and all technical data or information, whether tangible or intangible, including without
limitation Know-how and Patent Rights owned or Controlled by Pharmacopeia or its Affiliates relating to the Columbia License, the creation or use of encoded combinatorial chemical compound
libraries, tag or marker compound engineering and decoding, computer software, or high throughput screening assays.

1.13 "Exclusivity Period" has the meaning set forth in Section 4.1.

1.14 "Fair Market Value" means the cash consideration, which a willing seller would realize from an unrelated willing buyer
in an arm's length sale of an identical item sold in the same quantity and at the same time and place of the transaction.

1.15 "FDA" means the U.S. Food and Drug Administration, any successor thereto, or any corresponding foreign registration or
regulatory authority.

1.16 "First Commercial Sale" means, with respect to a Collaboration Product in any country, the first sale for use or
consumption by the general public of such Collaboration Product in such country after all Regulatory Approvals have been obtained in such country.

1.17 "FTE" means a full-time equivalent Pharmacopeia or Organon scientist.

1.18 "Fully Allocated Manufacturing Cost" means the cost of direct materials, direct labor (which includes fringe benefits),
other direct manufacturing costs, including but not limited to, factory costs and indirect costs, such as supervisory and support labor, supplies, utilities, machinery and equipment maintenance costs
(including associated depreciation) and plant operating and maintenance costs (including associated depreciation).

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1.19 "Inactive Compound" means a Pharmacopeia Compound that was screened in the Research Collaboration against a Target and
was not found to show activity against such Target. This activity can be agonistic or antagonistic or modulatory in nature.

1.20 "IND" means an Investigational New Drug Application, as defined in the U.S. Food, Drug and Cosmetic Act and the
regulations promulgated thereunder for initiating clinical trials in the United States, or any corresponding foreign application, registration or certification.

1.21 "Initial Research Term" means the period commencing on the Effective Date and ending five (5) years thereafter.

1.22 "Joint Research Committee" or "JRC" means the entity organized to
supervise the Research Collaboration and acting pursuant to Article 3.

1.23 "Know-how" means all inventions, technology, or other information discovered or developed by or for a Party
as of the Effective Date, or in connection with and during the Research Collaboration, whether or not patentable, constituting materials, methods, processes, techniques or data, necessary for the
development, manufacture or use of Lead Compounds or Derivative Compounds, or for the manufacture, use or sale of a Collaboration Product.

1.24 "Lead Compound" means a Pharmacopeia Compound which meets the criteria set forth in Section 2.4 and is available
for license to Organon pursuant to the terms and conditions of this Agreement. For clarification purposes it is understood that Organon can independently find compounds against the Target from its own
discovery activities. These compounds will not be designated as Lead Compounds if Organon, as shown by contemporaneous documentation, has developed these compounds independently of the intellectual
property described in Section 1.9(i)(iii). Further, it is understood that Lead Compounds with respect to a Target shall not include a compound if information about such compound's
activity against the Target already was in the public domain.

1.25 "Lead Series" has the meaning set forth in Section 2.4.

1.26 "Library" means any chemical compound library prepared by or on behalf of Pharmacopeia and screened during the Research
Term, excluding any chemical compound library used in Pharmacopeia's collaboration with Schering-Plough

1.27 "Library Compound" means any compound that was, prior to the Effective Date, or is, at any time during the Research
Term, contained in a Library.

1.28 "NDA" means a New Drug Application, as defined in the U.S. Food, Drug and Cosmetic Act and the regulations promulgated
thereunder, or any corresponding foreign application, registration or certification.

1.29 "Net Sales" as to Organon, means the amount invoiced and any other amounts or rebates received by Organon, its
Affiliates or Sublicensees for the worldwide sale of Collaboration Products to bona fide independent Third Parties and as to Pharmacopeia, the amount invoiced and any other amounts or rebates received
by Pharmacopeia or its Affiliates for the worldwide sale of Collaboration Products to bona fide independent Third Parties less to the extent paid, allowed or given: (i) outer packing, freight
or transportation charges and insurance relating thereto, (ii) sales, value added and excise taxes or customs duties paid by the selling party, and any other governmental charges (excluding
income taxes) actually imposed upon the sale of the Collaboration Products, (iii) reasonable distributors' fees, rebates or allowances, actually granted, allowed or incurred, (iv) trade
and prompt payment discounts, quantity discounts, cash discounts or reasonable charge-backs actually granted, allowed or incurred in the ordinary course of business in connection with the sale of the
Collaboration Products, and (v) reasonable allowances or credits to customers, not in excess of the selling price of the Collaboration
Products, on account of rejection, outdating, recalls or return of, or price adjustments regarding the Collaboration Products.

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A
"sale" as to Organon shall include any transfer or other disposition for consideration of a Collaboration Product, and Net Sales shall include the fair market value of all other
consideration received by Organon, its Affiliates or its Sublicensees from the sale or distribution of a Collaboration Product, whether such consideration is in cash, payment in kind, exchange or
another form. In the event that a Collaboration Product is packaged with other Organon products, any discount applied to such Collaboration Product to determine Net Sales shall be no greater than the
average discount of the entire package. A "sale" as to Pharmacopeia shall include any transfer or other disposition for consideration of a Collaboration Product, and Net Sales shall include the fair
market value of all other consideration received by Pharmacopeia or its Affiliates from the sale or distribution of a Collaboration Product, whether such consideration is in cash, payment in kind,
exchange or another form. In the event that a Collaboration Product is packaged with other Pharmacopeia products, any discount applied to such Collaboration Product to determine Net Sales shall be no
greater than the average discount of the entire package

The
sale of a Collaboration Product between Organon, its Affiliates or Sublicensees solely for the research or clinical testing of such Collaboration Product or for indigent or similar
public support or compassionate use programs shall be excluded from the computation of Net Sales. All sales of Collaboration Products between Organon and its Affiliates or its Sublicensees shall be
disregarded for purposes of computing Net Sales, unless such a purchaser is the end-user of such Collaboration Product. The sale of a Collaboration Product between Pharmacopeia or its
Affiliates solely for the research or clinical testing of such Collaboration Product or for indigent or similar public support or compassionate use programs shall be excluded from the computation of
Net Sales. All sales of Collaboration Products between Pharmacopeia and its Affiliates or its Sublicensees shall be disregarded for purposes of computing Net Sales, unless such a purchaser is the
end-user of such Collaboration Product.

To
calculate the value of Net Sales of Combination Products, the gross sales of such Products will be multiplied by the fraction A/(A + B) where A is the fair market
value of the Lead Compound or Derivative Compound when sold separately, and B is the fair market value of the other active ingredient when sold separately. Allowed deductions may then be subtracted
from the proportion of gross sales attributable to the Lead Compound or Derivative Compound to compute Net Sales.

1.30 "Non-Designated Lead Compound" has the meaning set forth in Section 2.4(c).

1.31 "Organon Base Technology" means any and all technical data or information, whether tangible or intangible, including
without limitation Organon's know-how and Patent Rights (i) which is necessary to conduct the Research Collaboration, and (ii) which Organon owns or Controls as of the
Effective Date
or during the Research Term, and conceives or reduces to practice outside the Collaboration, without any intellectual contribution from Pharmacopeia.

1.32 "Organon Compound" has the meaning set forth in Section 2.5.

1.33 "Party" means Pharmacopeia or Organon. Pharmacopeia and Organon shall be collectively referred to as the Parties.

1.34 "Patent Committee" means that committee to be formed pursuant to Section 3.5.

1.35 "Patent Rights" means any and all patents and patent applications (which shall be deemed to include certificates of
invention and applications for certificates of invention) which as of the Effective Date or during the term of this Agreement are owned or Controlled by Pharmacopeia or Organon, that claim a Lead
Compound or Derivative Compound, or method of use or process for the synthesis thereof or composition of matter containing such Lead Compound or Derivative Compound and the divisions, continuations,
confirmations, re-examinations, any provisional applications, supplementary protection certificates or the like of any such patents and patent applications.

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1.36 "Person" means any natural person, corporation, firm, business trust, joint venture, association, organization, company,
partnership or other business entity, or any government or agency or political subdivision thereof.

1.37 "Pharmacopeia Compound" means a Library Compound or a compound identified by Pharmacopeia in the Research Collaboration.

1.38 "Phase I," "Phase II" and "Phase
III" means Phase I (or Phase I/II), Phase II (or Phase II/III) and Phase III clinical trials, respectively, in each case as prescribed by applicable FDA IND Regulations, or any
corresponding foreign statutes, rules or regulations.

1.39 "Pharmacopeia Base Technology" means any and all technical data or information, whether tangible or intangible,
including without limitation Pharmacopeia's Know-how and Patent Rights (i) which is necessary to conduct the Research Collaboration, to make or use Lead Compounds, or to develop,
make, use or sell Collaboration Products, and (ii) which Pharmacopeia owns or Controls as of the Effective Date or during the Research Term, and conceives or reduces to practice outside the
Collaboration, without any intellectual contribution from Organon. Pharmacopeia Base Technology shall not include Excluded Technology.

1.40 "Potential Lead Compound" has the meaning set forth in Section 2.4.

1.41 "Primary Assay" means on a Target-by-Target basis, the primary assay provided by Organon for
screening in the Research Collaboration.

1.42 "Proposed Target" has the meaning set forth in Section 2.2.

1.43 "Regulatory Agency" means the FDA or the applicable department, bureau or other governmental regulatory authority in
each country in the Territory involved in the granting of Regulatory Approvals.

1.44 "Regulatory Approval" means any and all approvals (including price reimbursement approvals), licenses, registrations, or
authorizations of any Regulatory Agency, necessary for the manufacture, use, storage, import, transport or sale of a Collaboration Product.

1.45 "Research Collaboration" means the research activities undertaken by the Parties pursuant to Article 2.

1.46 "Research Plan" on a Target-by-Target basis, means all information relating to the Parties'
respective activities with respect to a Target, including but not limited to the Target Information. Minutes of JRC meetings, if signed by a JRC representative of each Party, shall be deemed included
within the Research Plan.

1.47 "Research Term" is defined in Section 15.2.

1.48 "Research Year One" means the period commencing at the end of the Start-Up Phase and ending twelve
(12) months thereafter.

1.49 "Research Year Two" means the period commencing at the end of Research Year One and ending twelve (12) months
thereafter.

1.50 "Research Year Three" means the period commencing at the end of Research Year Two and ending twelve (12) months
thereafter.

1.51 "Research Year Four" means the period commencing at the end of Research Year Three and ending twelve (12) months
thereafter.

1.52 "Reverted Lead Compound" has the meaning set forth in Section 5.4.2.

1.53 "Secondary Assay" means on a Target-by-Target basis, one or more assays provided by Organon,
such as for example an assay for the characterization of selectivity or in vitro efficacy of a Pharmacopeia Compound against a Target.

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1.54 "Start-Up Phase" means the period commencing on the Effective Date and ending six (6) months
thereafter.

1.55 "Sublicensee" as to each Party means a Person other than an Affiliate of a Party to whom has been granted sublicense
rights under the license granted each Party hereunder, which rights include at least the right to sell a Collaboration Product. As used in this Agreement, "Sublicensee" shall also include a Third
Party to whom a Party has granted a sublicense under this Agreement to distribute such Collaboration Product, provided that such Third Party has the primary responsibility for marketing and promotion,
at its expense, of such Collaboration Product within countries in the Territory for which such distribution rights are granted, which marketing and promotional activities are not subsidized directly
or indirectly by that Party, such as, without limitation, through a specific allowance or a guaranteed selling margin for such Third Party meant to cover its expenses. Third Parties that are permitted
to manufacture or finish Collaboration Products for supply to a Party, its Affiliates or Sublicensees are not "Sublicensees."

1.56 "Sublicense Income" means, as it relates to Pharmacopeia, any consideration paid to Pharmacopeia by each Sublicensee
gaining rights pursuant to the provisions of Section 5.6.2, such consideration, including without limitation sublicense initiation fees, milestones and royalties paid by each Sublicensee to
Pharmacopeia.

1.57 "Target" has the meaning set forth in Section 2.2.

1.58 "Target Information" means on a Target-by-Target basis, all information relating to the identity
of the Target, any modifications that Organon proposes to the standard criteria for a Lead Compound set forth in Table 1, the chemistry and protocol of the Primary Assay, any reference standards and
Secondary Assay to be run at Organon or transferred to Pharmacopeia as the case may be, and any other enabling information relevant to the conduct of the activities of the Parties hereunder. "Target
Information" shall also include on a Target-by-Target basis, any relevant Organon or third party patent application or patent of which Organon is aware, as well as the status
of Organon's efforts in connection with its development of compounds against a target. For the avoidance of doubt, compound structure information shall not be part of Target Information.

1.59 "Territory" means all the countries of the world.

1.60 "Third Party" means any Person other than Organon, its Affiliates or Sublicensees and Pharmacopeia or its Affiliates.

1.61 "Wind-Down Phase" means the period commencing at the end of Research Year Four and ending six
(6) months thereafter.

ARTICLE 2RESEARCH COLLABORATION

2.1Goals of Research Collaboration.

2.1.1General.Each Party shall (i) undertake an interactive, cooperative role in the Research
Collaboration with the other Party as set forth in the Research Plan, and such other activities which from time to time, the JRC decides are necessary for the continuing success of the Research
Collaboration; (ii) use commercially reasonable efforts to diligently perform its activities pursuant the Research Plan, including, without limitation, by using personnel with sufficient skills
and experience together with sufficient equipment and facilities, to carry out such Party's obligations under the Research Collaboration and to accomplish the objectives of the Research Collaboration;
and (iii) conduct the Research Collaboration in good scientific manner, and in compliance in all material respects with all requirements of applicable laws, rules and regulations, and all other
requirements of any good laboratory practices to attempt to achieve its objectives efficiently and expeditiously.

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2.1.2Activities of Pharmacopeia.In consideration for the funding provided by Organon, Pharmacopeia shall
utilize the appropriate screening and optimization resources to screen an average of not less than five (5) Targets per Research Year and to deliver to Organon not less than eight
(8) Lead Series, each series against a distinct Target by the end of the Research Term, such delivery to begin on or about the end of Research Year One. (The delivery of both an antagonist
series and agonist series against the same Target they shall be considered two separate Lead Series, to the extent requested by Organon and agreed by Pharmacopeia). It is expected that the foregoing
can be accomplished through the screening of Pharmacopeia Compounds against no more than thirty (30) Targets to be supplied by Organon as provided herein. In addition to the foregoing,
Pharmacopeia shall provide Organon with the necessary feedback on the progress of its screening and optimization efforts to enable Organon to provide Pharmacopeia the support it requires to conduct
its activities hereunder.

2.1.3Activities of Organon.During the Research Term, Organon shall identify and make available to Pharmacopeia
at least thirty (30) targets to enable Pharmacopeia to select a subset of such targets that shall become the focus of the activities of Pharmacopeia hereunder. Organon shall begin making such
targets available by making available to Pharmacopeia no less than six (6) targets on or about the Effective Date and making available to Pharmacopeia five (5) more targets, prior to the
end of the Start-Up Phase. Following the Start-Up Phase, Organon shall continue making available to Pharmacopeia at least eight (8) targets per Research Year, at the
rate of no less than two (2) targets per calendar quarter. With each such target, Organon shall also provide to Pharmacopeia all pertinent Target Information and key reagents essential to run
the Assay. In addition, with respect to each target, Organon shall make available to Pharmacopeia any Secondary Assay that (i) is required to confirm that a Pharmacopeia Compound potentially
meets the criteria for a Lead Compound and (ii) is not already in Pharmacopeia's possession. In addition to the foregoing, Organon shall support the Research Collaboration, by making available
to Pharmacopeia any other information, except for the structure information regarding Organon Compounds (as defined in section 2.5) that is essential for Pharmacopeia to continue its activities
hereunder, and if requested by Pharmacopeia, Organon shall concurrently apply its resources to conduct all essential testing and confirmation of Pharmacopeia Compounds provided by Pharmacopeia to
assist Pharmacopeia in determining whether such Pharmacopeia Compounds potentially meet the criteria for a Lead Compound.

2.2Selection of Targets.As provided in Section 2.1.3, in the course of the Research Collaboration, Organon
shall make available to Pharmacopeia at least thirty (30) targets, from which Pharmacopeia shall select a subset that will become the focus of the Parties' activities in the Research
Collaboration. At any one time, Organon shall make available such targets in multiples at any one time for consideration by Pharmacopeia. Each target made available to Pharmacopeia shall be referred
to as a "Proposed Target." Pharmacopeia shall inform Organon if it has previously screened against a proposed Target, or is prevented from screening a proposed Target pursuant to Third Party
obligations. For each Proposed Target, Organon shall make available to Pharmacopeia the Target Information, and such other information as Pharmacopeia may reasonably request. For each Proposed Target,
Pharmacopeia shall review and if need be discuss with Organon the Target Information. For each Proposed Target, Pharmacopeia shall assess whether the criteria for Lead Compound designation set forth
in Section 2.4(a) is applicable to such Proposed Target and shall determine whether such criteria need to
be modified to enable Pharmacopeia to accomplish the goals of the Research Collaboration with respect to such Proposed Target. If the Target Information for any given Target requires a modification of
the criteria in Table 1, the JRC shall discuss such modification and shall redefine such criteria. Following such modification, if any, Pharmacopeia shall notify Organon whether it accepts the
Proposed Target, and following such acceptance, the Proposed Target shall be deemed a "Target" for purposes of this Agreement. Any target which is not selected by Pharmacopeia as it is made available
by Organon may be selected at a later date by Pharmacopeia subject to approval by Organon, which approval shall not be unreasonably withheld, and subject to the procedure set forth in this Section.

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2.3Assay Development.It is anticipated that the Assay has been developed and validated by Organon prior to
validation by Pharmacopeia. An Assay shall be considered validated if it meets the criteria set in Exhibit A. On a Target-by-Target basis, Pharmacopeia shall provide up
to one (1) FTE month without additional charge to Organon for validation of the Assay for a particular Target. Insofar as the Assay requires additional development by Pharmacopeia or the use of
any key reagents that have not been supplied by Organon, the Parties shall mutually agree on the payment of additional fees pursuant to Section 6.2. The Parties agree that all improvements and
modifications directly relating to the Assay (collectively the "Assay Improvements") made solely by Pharmacopeia shall be owned by Pharmacopeia. All Assay Improvements that are made jointly by the
Parties shall be jointly owned by the Parties. Each Party agrees to grant to the other Party license rights in its interest in Assay Improvements as provided herein.

2.4Lead Compounds.



Table 1

Criteria******

***




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2.5Organon Compounds.It is understood that Organon may be conducting its own internal screening and
optimization activities with respect to one or more targets which have been selected as a Target as provided hereunder. Organon shall keep Pharmacopeia informed on a consistent basis of the foregoing
activities. If Organon elects to develop one or more of its own compounds having activity against such Target, then such compounds shall be designated as an "Organon Compound". On a
Target-by-Target basis, the Parties agree that the designation of an Organon Compound shall not preempt the designation of a Lead Compound.

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2.6Development Candidate.During the period that Organon has a license under Section 5.4 to a Lead
Compound, Organon may designate any Lead Compound or Derivative Compound as a Development Candidate. Organon shall provide written notice to Pharmacopeia to such effect and such designation shall
trigger the milestone payment for initiation of GLP Toxicity Studies set forth in Section 7.1.

2.7Third Party Licenses.Pharmacopeia may request that Organon acquire rights from Third Parties to technology
necessary for the conduct of the activities of the Parties with respect to a particular Target. The JRC shall endeavor to minimize the need for such licenses;provided,
however, if the JRC is unable to agree whether a particular license is necessary to conduct the activities of the Parties with respect to a particular Target, Pharmacopeia may
decline to screen against such Target. If Pharmacopeia declines to screen against such Target, this shall not be considered a breach of this Agreement by Pharmacopeia or a ground for termination of
the Research Collaboration by Organon.

2.8Records and Reports.Each Party shall maintain records in sufficient detail and in good scientific manner
appropriate for patent and FDA purposes and so as to properly reflect all work done and results achieved in the performance of this Agreement (including all data in the form required under any
applicable governmental regulations and as directed by the JRC). Such records shall include applicable books, records, reports, research notes, charts, graphs, comments, computations, analyses,
recordings, photographs, computer programs and documentation thereof, samples of materials and other graphic or written data generated in connection with the Research Collaboration, including any data
required to be maintained pursuant to applicable governmental regulations. During the Research Term, each Party shall respond to reasonable requests from the other for information based on such
records.

ARTICLE 3JOINT RESEARCH COMMITTEE; JOINT PATENT COMMITTEE

3.1Joint Research Committee.Organon and Pharmacopeia agree to establish a Joint Research Committee ("JRC") to
oversee, review, manage and direct the Research Collaboration, and, in coordination with the Patent Committee, provide advice in connection with intellectual property issues relating to the
Developed Technology. The responsibilities of the JRC shall include: (i) monitoring and reporting the progress of the Research Collaboration and ensuring open and frequent exchange between the
Parties; (ii) establishing criteria for the selection of Lead Compounds for each Target pursuant to section 2.4, (iii) resolving any conflicts between the Parties,
(iv) approving and administering the Research Plan, and (v) coordinating with the Patent Committee all patent activities as they relate to the results of the Research Collaboration, and
in keeping with the overall patent strategy delineated by the Patent Committee.

3.2Membership.The JRC shall include three (3) voting representatives of each of the Parties, and each
Party's representatives shall be selected by that Party. Each Party may replace its representatives at any time, upon written notice to the other Party. From time to time, the JRC may establish
subcommittees, to oversee particular projects or activities, and such subcommittees will be constituted as the JRC determines, in its sole discretion.

3.3Meetings and Minutes.During the Research Term, unless otherwise agreed to by the Parties, the JRC shall
meet at least quarterly, or more frequently as agreed by the Parties, at such locations or by such teleconferencing means as the Parties may determine from time to time. In addition to regularly
scheduled meetings, the JRC representatives will communicate regularly by telephone, electronic mail, facsimile and/or videoconference. Other representatives of Pharmacopeia or Organon may attend JRC
meetings as nonvoting observers. Each Party shall be responsible for all of its expenses associated with attending the JRC meetings. Pharmacopeia shall prepare written minutes of each JRC meeting and
shall prepare a written record of all JRC voting and decisions, whether made at a JRC

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meeting or otherwise. The written minutes of each JRC meeting and the written record of all JRC voting and decisions shall be submitted to Organon for review, and upon signature by Organon, shall
become final.

3.4Decision-Making.Decisions of the JRC shall be made by unanimous vote, and each Party shall have a single
vote. In the event that unanimity is not achieved within the JRC, the matter shall be referred to Pharmacopeia's Executive Vice President, Chief Operating Officer (or designee of similar rank) and the
Research Director (or designee of similar rank) of Organon, who shall promptly meet and endeavor in good faith to resolve such matter in a timely manner. In the event such individuals are unable to
resolve such dispute, the matter shall be referred to the Chief Executive Officer of Pharmacopeia and the Managing Director, Research and Development, of Organon, who shall promptly meet and endeavor
to reach consensus in a timely manner. In the event that such individuals are unable to resolve such dispute, the matter shall be referred to the Chairman of Pharmacopeia and the President of Organon,
who shall promptly meet and endeavor to reach consensus in a timely manner. If such individuals cannot resolve such dispute, then such dispute shall be subject to the dispute resolution provisions set
forth in Section 16.19.

3.5Patent Committee.Upon recommendation of the JRC, the Parties shall form a patent committee ("Patent
Committee") to be in existence as long as Patent Rights within the Developed Technology are being filed and/or prosecuted. Each Party shall designate at least one chemist and one patent attorney or
equally qualified legally trained personnel, as its representatives on the Patent Committee. The
Patent Committee shall be responsible for recommending patent filings and coordinating patent-related matters, including, but not limited to, the determination of inventorship according to U.S. Patent
Law, and the preparation, filing and prosecution of patent applications. Any disputes of the Patent Committee during the Research Term shall be handled pursuant to Section 3.4. Any disputes of
the Patent Committee after the end of the Research Term shall be handled pursuant to Section 16.19. Unless otherwise agreed by the Parties, the Patent Committee shall meet at least
semiannually. Such meetings shall be held at mutually agreed times and locations. Each Party shall bear its own expenses associated with such meetings and the activities of the Patent Committee; provided,
however, that each Party shall bear the expense of providing the other Party with copies of all Patent Rights filed pursuant to this Agreement
including all correspondence with U.S. and foreign patent offices.

ARTICLE 4EXCLUSIVITY

4.1Target.During the Exclusivity Period for each Target, Pharmacopeia shall not screen any Library Compound on
its own behalf or on behalf of any Third Party against such Target. On a Target-by-Target basis, the "Exclusivity Period" shall
mean the period beginning when Pharmacopeia initiates screening against the Target which has been designated pursuant to Section 2.2, and ending ***.

4.2Use of Libraries.Except as provided herein, Organon shall have no exclusivity with respect to any Library
or any Pharmacopeia Compound. It is understood that the Libraries are and will be regularly used by Pharmacopeia and may have been or may be provided to Third Parties for screening. Pharmacopeia shall
have the right to screen the Libraries during the Research Term or thereafter on its own behalf or on the behalf of Third Parties, subject to the exclusivity provisions in Section 4.1 above.

4.3Physical Ownership.Pharmacopeia shall retain physical ownership of the tangible property embodied in all
Libraries. Organon shall retain physical ownership of all tangible material provided by Organon to Pharmacopeia hereunder. Any tangible material provided by Organon to Pharmacopeia shall only be used
for the purposes of the Research Collaboration.

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4.4Development.For as long as Organon is using due diligence with respect to the further optimisation and/or
development of a Lead Compound or Derivative Compound, Pharmacopeia agrees not to pursue any optimisation and/or development of such Lead Compound or Derivative Compound or compounds falling under
Patent Rights within the Developed Technology (i) claiming such Lead
Compound or Derivative Compound or methods of making or using the same, and (ii) disclosing the utility of such Lead Compound or Derivative Compound against the Target.

ARTICLE 5LICENSES

5.1Organon Base Technology; Regulatory Filings.Organon shall own all rights, title and interest in and to
Organon Base Technology and in all Regulatory Filings.

5.2.Developed Technology.Subject to the licenses expressly granted hereunder, Organon shall own all rights,
title and interest in and to all Organon solely invented Developed Technology and an undivided one-half interest in jointly invented Developed Technology. Pharmacopeia shall own all
rights, title and interest in and to all of Pharmacopeia solely invented Developed Technology and an undivided one-half interest in jointly invented Developed Technology.

5.3Pharmacopeia Base Technology.Pharmacopeia shall own all rights, title and interest in and to Pharmacopeia
Base Technology.

5.4.Licenses and Maintenance Payments.



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The
payments set forth in each of Sections 5.4.2.(e), 5.4.2(f), 5.4.2(g) or 5.4.2(h) will not be creditable against any milestone payments.

5.5Research License.Subject to the terms and conditions of this Agreement, Organon grants Pharmacopeia a
nonexclusive, royalty-free license, in the United States, without the right to sublicense, under all its rights in Developed Technology and Organon Base Technology useful for the conduct
of Pharmacopeia's activities pursuant to the Research Plan or as otherwise provided herein.

Subject
to the terms and conditions of this Agreement, Pharmacopeia grants Organon a nonexclusive, royalty-free license without the right to sublicense, under all its rights in Developed
Technology and

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Pharmacopeia Base Technology useful for the conduct of Organon's activities pursuant to the Research Plan or as otherwise provided herein.

5.6Other Licenses.



5.7Sublicenses.Subject to the terms and conditions of this Agreement and except as set forth herein, Organon
shall have the right to sublicense the rights granted to it in Section 5.4, provided that

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Organon shall provide Pharmacopeia with at least the following information with respect to each Sublicensee: (i) the identity of the Sublicensee; (ii) a description of the Collaboration
Product, and the rights granted to the Sublicensee; and (iii) the territory in which the Collaboration Product will be sold. Each such sublicense shall be consistent with all the terms and
conditions of this Agreement, and shall be subject to the prior consent of Pharmacopeia, which consent shall not be unreasonably withheld. Organon shall remain primarily liable to Pharmacopeia for all
of each such Sublicensee's applicable financial and other obligations under the sublicense. No sublicense granted by Organon may be assigned, transferred or further sublicensed to any Third Party
without the prior written consent of Pharmacopeia, which consent shall not unreasonably be withheld.

Subject
to the terms and conditions of this Agreement and except as set forth herein, Pharmacopeia shall have the right to sublicense the rights granted to it in Section 5.6,
provided that Pharmacopeia shall provide Organon with at least the following information with respect to each Sublicensee: (i) the identity of the Sublicensee; (ii) a description of the
Collaboration Product, and the rights granted to the Sublicensee; and (iii) the territory in which the Collaboration Product will be sold. Each such sublicense shall be consistent with all the
terms and conditions of this Agreement, and shall be subject to the prior consent of Organon, which consent shall not be unreasonably withheld. Pharmacopeia shall remain primarily liable to Organon
for all of each such Sublicensee's applicable financial and other obligations under the sublicense. No sublicense granted by Pharmacopeia may be assigned, transferred or further sublicensed to any
Third Party without the prior written consent of Organon, which consent shall not unreasonably be withheld.

5.8Third Party Rights.



5.9Third Party Royalties.Organon shall be responsible for procuring such licenses as it deems, in its sole
discretion, appropriate for the manufacture, use, marketing, sale or distribution of Collaboration Products by Organon, its Affiliates or Sublicensees and the payment of any amount due Third Parties
under such licenses.

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5.10Third Party Royalties with respect to Reverted Compounds.Pharmacopeia shall be responsible for procuring
such licenses as it deems, in its sole discretion, appropriate for the manufacture, use, marketing, sale or distribution of Collaboration Products by Pharmacopeia, its Affiliates or Sublicensees and
the payment of any amount due Third Parties under such licenses.

5.11Commercialization Status.During the period from the end of the Research Term to the First Commercial Sale
of a Collaboration Product, Organon or Pharmacopeia, as the case may be, shall keep the other Party informed of its development activities with respect to such Collaboration Product, including without
limitation, the achievement of the milestones set forth in Section 7.1 and the commercialization of such Collaboration Product, by semi-annually providing Pharmacopeia with a
written report stating the status of development of each such Collaboration Product.

5.12No Implied Licenses.Only the licenses granted pursuant to the express terms of this Agreement shall be of
any legal force or effect. No other license rights shall be created by implication, estoppel or otherwise.

ARTICLE 6FUNDING

6.1Funding.In consideration for Pharmacopeia's activities set forth herein, Organon agrees to pay Pharmacopeia
at the rate of *** per Lead Series for a total of ***. Such payments shall be non-refundable and shall be made in *** quarterly installments of ***, on a quarterly basis, following a first
installment of *** due within fifteen (15) business days from the Effective Date. In addition, to compensate Pharmacopeia for its efforts to make available resources to be used in the
Collaboration in a timely manner, and to fund the start-up costs of the initial three (3) months of the Collaboration, Organon agrees to pay Pharmacopeia a
non-refundable one time payment of *** due within fifteen (15) business days from the Effective Date. In the event that, before the end of the Research Term,
Pharmacopeia completes its performance hereunder and is able to deliver all eight (8) Lead Series, the remaining payments due pursuant to this Section shall accelerate and shall be due promptly
upon completion of performance by Pharmacopeia.

6.2Assay Development.In the event that that Pharmacopeia shall conduct any additional assay validation as
provided in Section 2.3, Organon shall pay to Pharmacopeia an amount equal to the number of FTE's to be utilized for such development multiplied by Pharmacopeia's FTE Rate for the agreed period
of such development program. Solely for purposes of this Section 6.2, Pharmacopeia's "FTE Rate" shall be ***. In addition, in the event Organon agrees to the modification of an Assay, Organon
shall reimburse Pharmacopeia for the cost of any reagents that Pharmacopeia needs to obtain to conduct its activities pursuant to this Section. Payments under this Section shall be made within thirty
(30) days of receipt of an invoice.

6.3No Withholding.All amounts paid to Pharmacopeia pursuant to Section 6.1 shall be made without
withholding for taxes or other charges.

ARTICLE 7MILESTONE PAYMENTS

7.1Milestone Payments.



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|Milestones for a Lead Compound |  | Amount
|------------------------------ |  | ------
|***                            |  | $***  
|***                            |  | $***  
|***                            |  | $***  
|***                            |  | $***  



7.2Due Diligence.For each Lead Compound and corresponding Derivative Compound, Organon will use its diligent
efforts, consistent with the usual practices followed by Organon in pursuing the commercialization and marketing of its other compounds of similar market potential, at a similar stage of its product
life and deemed to have comparable commercial value by the Parties, at its own expense, to develop and commercialize such Lead Compound and corresponding Collaboration Product. Without limiting any of
the foregoing, for each Lead Compound, Organon's efforts shall include without limitation the dedication of at least ten (10) FTE's at each stage of the development of such Lead Compound. In
the event that Organon decides to out-license the applicable Lead Compound, rather than proceed with the development activities described in this Section, Organon agrees that Pharmacopeia
shall have the right of first refusal to develop and commercialize such Lead Compound as a Reverted Lead Compound. For the avoidance of doubt, out-license shall mean providing a license to
a Third Party by which Organon shall have no influence on the further development of the applicable Lead Compound.

If invoice to Organon:

N.V. OrganonPurchase Accounting (KA1041)P.O. Box 205340 BH OssThe NetherlandsAttn: Dr. T. de Boer (Research Alliance Manager)


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ARTICLE 8ROYALTY PAYMENTS

8.1Royalty Term.



8.2Royalty Rate.



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8.3Payment of Royalties.



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ARTICLE 9REPORTS, BOOKS AND TAX MATTERS

9.1.Examination of Books.Each of the Parties shall keep and maintain complete and accurate books in respect of
its activities during the Research Term and the six month period following termination pursuant Section 15.3.3, and with respect to books and records for which payment may be required, in
accordance with applicable accounting principles consistently applied and in accordance with local law. Each Party shall provide the other the right to inspect such financial records, and shall
provide copies of all requested records, to the extent reasonably related to the performance of the other Party's obligations under this Agreement. The Parties shall retain such records for so long as
the Parties shall mutually determine.

9.2Tax Matters.Each Party agrees that the other Party is entitled to all tax benefits, including in
particular, tax credits and/or tax deductions attributable to amounts the other Party has paid hereunder. Each Party shall file its federal, state, and local tax returns on a basis consistent with
this Agreement, and shall not take any action inconsistent with the other Party's entitlement to such tax benefits. In the event that a Party, in its judgment, determines that it must obtain
information and verification
regarding the use or application of such expenditures in order to prepare its tax returns or to respond to an inquiry during a tax audit or any other inquiry relating to such treatment of its tax
return, or to defend its tax position in any proceeding including litigation, the Parties shall reasonably cooperate with each other and provide such information as the other Party may reasonably
require at the request and expense of the requesting Party.

ARTICLE 10PATENTS

10.1Disclosure by Employees, Agents or Independent Contractors.Organon and Pharmacopeia agree that as to any
employees, agents, or independent contractors of Organon and Pharmacopeia presently in their employ or who are hired or retained by Organon or Pharmacopeia to perform, manage performance of, or
participate in the research done pursuant to this Agreement, Organon and Pharmacopeia will ensure that such employees, agents, or independent contractors will promptly disclose and assign to the Party
engaging them any and all rights to inventions, developments, or improvements, (whether patentable or not) conceived and/or reduced to practice during the course of their duties. Each Party will
notify the other Party promptly of any sole or joint inventions within the Developed Technology.

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10.2Patent Prosecution and Related Activities.



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10.3Permitted Disclosures.Following a written notice from the other Party hereto, the Parties shall in good
faith grant each other permission, not to be unreasonably withheld, to disclose in the specification of a patent application filed by the other Party pursuant to this Agreement, any Pharmacopeia Base
Technology, Organon Base Technology, or Developed Technology necessary to support and enable claims in such patent applications.

10.4Third Party Infringement.



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10.5Infringement Claims by Third Parties.If the manufacture, sale or use of any Collaboration Product pursuant
to this Agreement results in any claim, suit or proceeding alleging patent infringement against a first Party (or its Sublicensees), such first Party shall promptly notify the other Party in writing
setting forth the facts of such claim in reasonable detail. The first Party shall have the exclusive right to defend and control the defense of any such claim, suit or proceeding, at its own expense,
using counsel of its own choice; provided, however, it shall not enter into any agreement or settlement which admits or concedes that any aspect of the Developed Technology, the Pharmacopeia Base
Technology, the Organon Base Technology or the Excluded Technology is invalid, unenforceable or not infringed, without the prior written consent of the other Party. The first Party shall keep the
other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding, and the other Party shall have the right (but not the obligation) to be separately
represented, at its expense, by counsel of its own choice and to advise the first Party on the defense of such claim, suit or proceeding.

ARTICLE 11CONFIDENTIALITY

11.1Confidentiality.



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11.2.Publications.The Patent Committee will discuss and review proposed publications describing the scientific
results of the Research Collaboration. Either Party may, in its sole discretion, decide not to permit publication by the other Party of any scientific results related to any results of the Research
Collaboration.

ARTICLE 12REPRESENTATIONS AND WARRANTIES OF PHARMACOPEIA

12.1 Pharmacopeia
represents and warrants to Organon as follows:



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ARTICLE 13REPRESENTATIONS AND WARRANTIES OF ORGANON

13.1 Organon
represents and warrants to Pharmacopeia as follows:



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ARTICLE 14SURVIVAL AND INDEMNIFICATION

14.1Survival of Representations, Warranties, Covenants, and Agreement.The representations, warranties,
covenants, and agreements contained in this Agreement shall survive the Research Term and the completion of the other actions set forth herein and shall remain in full force and effect. Except as
expressly provided herein, the Parties confirm that they have not relied upon any other representations, warranties, covenants, and agreements as an inducement to enter into this Agreement or the
other agreements and instruments to be executed and delivered by the Parties pursuant to this Agreement.

14.2Indemnification by Pharmacopeia.Pharmacopeia hereby agrees to indemnify and hold Organon, its Affiliates
and their respective officers, directors, stockholders, employees, agents, and representatives (collectively, the "Organon Indemnitees") harmless on an after-tax basis from and against any
and all claims, liabilities, losses, damages, costs and expenses in respect of claims against the Organon Indemnitees by Third Parties other than the Organon Indemnitees, including fees and
disbursements of counsel and expenses of reasonable investigation (collectively, "Organon Losses"), arising out of, based upon or caused by: (i) the inaccuracy of any representation or the
breach of any warranty, covenant or agreement of Pharmacopeia contained in this Agreement or in any other agreement or instrument delivered by Pharmacopeia pursuant to this Agreement; (ii) any
failure by Pharmacopeia, its Affiliates or designee to conduct the research pursuant to the Research Plans in a diligent and professional
manner and in accordance with applicable laws and regulations; (iii) any negligence or intentional wrongdoing by Pharmacopeia, its Affiliates or designees in the performance of the research
hereunder (except in each case to the extent that any Organon Loss is due to the negligence or willful misconduct of Organon Indemnitees); or (iv) the development, preclinical and clinical
testing, manufacture, distribution, sale and/or use (including but not limited to product liability claims) of any Reverted Lead Compound or non-Designated Lead Compound (except in each
case to the extent that any Organon Loss is due to the negligence or willful misconduct of Organon Indemnitees).

14.3Indemnification by Organon.Organon hereby agrees to indemnify and hold Pharmacopeia, its Affiliates,
subcontractors and their respective officers, directors, stockholders, employees, agents, and representatives (collectively, the "Pharmacopeia, Indemnitees") harmless on an after-tax basis
from and against any and all claims, liabilities, losses, damages, costs and expenses in respect of claims against the Pharmacopeia Indemnitees by Third Parties other than the Pharmacopeia
Indemnitees, including fees and disbursements of counsel and expenses of reasonable investigation (collectively, "Pharmacopeia Losses"), arising out of, based upon or caused by: (i) the
inaccuracy of any representation or the breach of any warranty, covenant or agreement of Organon contained in this Agreement or in any other agreement or instrument delivered by Organon pursuant to
this Agreement; (ii) any failure by Organon, its Affiliates or designee to conduct the research pursuant to the Research Plans in a diligent and professional manner and in accordance with
applicable laws and regulations; (iii) the use of any Target, or any Assay, including but not limited to patent infringement claims in

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connection with the use of any Assay, any Target or of any materials relating to any Assay or any Target, (iv) any negligence or intentional wrongdoing by Organon, its Affiliates or designees
in the performance of the research hereunder; or (v) the development, preclinical and clinical testing, manufacture, distribution, sale and/or use (including but not limited to product
liability claims) of any Lead Compound, Derivative Compound or Collaboration Product (except in each case to the extent that any Pharmacopeia Loss is due to the negligence or willful misconduct of
Pharmacopeia Indemnitees).

14.4Notices.Each indemnified Party agrees to give the indemnifying Party prompt written notice of any action,
claim, demand, discovery of fact, proceeding or suit (collectively, "Claims") for which such indemnified Party intends to assert a right to indemnification under this Agreement; provided however, that
failure to give such notification shall not affect the indemnified Party's entitlement to indemnification hereunder except to the
extent that the indemnifying Party shall have been prejudiced as a result of such failure. The indemnifying Party shall have the initial right (but not the obligation) to defend, settle or otherwise
dispose of any Claim for which the indemnified Party intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence if and so long as the indemnifying
Party has recognized in a written notice to the indemnified Party provided within thirty (30) days of such written notice its obligation to indemnify the indemnified Party for any Pharmacopeia
Losses or Organon Losses (as the case may be) relating to such Claim; provided however that if the indemnifying Party assumes control of the defense, settlement, or disposition of a Claim, the
indemnifying Party shall obtain the written consent of the indemnified Party prior to ceasing to defend, settling or otherwise disposing of the Claim. If the indemnifying Party fails to state in a
written notice during such thirty (30) day period its willingness to assume the defense of such a Claim, the Pharmacopeia or Organon Indemnitee, as the case may be, shall have the right to
defend, settle or otherwise dispose of such claim, subject to the applicable provisions of Sections 14.2 and 14.3 above.

ARTICLE 15TERM, TERMINATION, AND EXPIRATION

15.1.Term of Agreement.The term of this Agreement shall commence on the Effective Date and shall continue in
full force and effect on a country-by-country and Collaboration Product-by-Collaboration Product basis until Organon and its Sublicensees have no
remaining royalty obligations in a country, unless terminated earlier as provided in this Article 15.

15.2Research Term.The Research Collaboration shall commence on the Effective Date and terminate on the last
day of the Initial Research Term, unless extended by mutual agreement of the Parties, upon twelve (12) months written notice from Organon before the last day of the Initial Research Term, in
which case the Research Collaboration shall terminate on the last day of such extension.

15.3Termination.



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15.4Effect of Breach or Termination.



15.5Survival.The provisions of Sections 3.5, 4.3, 5.6.1, 5.8, 5.9, 5.10, 8.3.2 and Articles 9, 10, 11, 14, 15,
and 16 shall survive the expiration or termination of this Agreement.

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ARTICLE 16MISCELLANEOUS

16.1Notices.Any notice or other communication required or permitted to be given by either Party under this
Agreement shall be effective when delivered, if delivered by hand or by electronic facsimile or five days after mailing if mailed by registered or certified mail, postage prepaid and return receipt
requested, and shall be addressed to each Party at the following addresses or such other address an may be designated by notice pursuant to this Section:

|If to Pharmacopeia:                                                                           |  | If to Organon:                                                                                
|--------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------
|Pharmacopeia, Inc.
CN 5350
Princeton, NJ 08543-5350
Attn: Chief Executive Officer             |  | N.V. Organon
Kloosterstraat 6
5349 AB Oss
The Netherlands
Attn: President
Fax #: 31-412-646293
|With a copy to:                                                                               |  | with a copy to:                                                                               
|Pharmacopeia, Inc.
CN 5350
Princeton, NJ 08543-5350
Attn: General Counsel
Fax: (609) 452-3655 |  | Akzo Nobel Nederland B.V.
Wethouder va Eschstraat 1
5342 AV Oss
The Netherlands               
|                                                                                              |  | Attn: Legal Affairs Department
Fax#: 31-412-666373                                            

16.2Amendments.No amendment, modification or addition hereto shall be effective or binding on either Party
unless set forth in writing and executed by duly authorized representatives of both Parties.

16.3Waiver.No waiver of any rights under this Agreement shall be deemed effective unless contained in writing
signed by the Party charged with such waiver, and no waiver of any breach or failure to perform shall be deemed a waiver of any future breach or failure to perform or any other right arising under
this Agreement.

16.4Headings.The section headings contained in this Agreement are included for convenience only and form no
part of the agreement between the Parties.

16.5Applicable Law.This Agreement shall be governed by, subject to and construed in accordance with the laws
of the State of Delaware and the Parties consent to the jurisdiction of the State and Federal Courts of Delaware.

16.6Severability.If any provision of this Agreement is held to be invalid, void or unenforceable for any
reason, it shall be adjusted, if possible, rather than voided in order to achieve the intent of the Parties to the maximal extent possible. In any event, all other provisions of this Agreement shall
be deemed valid and enforceable to the fullest extent possible.

16.7Assignment: Binding Effect.Neither this Agreement, nor any obligations or rights hereunder, shall be
assignable by any Party hereto without the prior written consent of the other Party;provided however, that either Party may assign this Agreement
without the consent of the other Party to its Affiliates, if the assigning Party guarantees the full performance of its Affiliates obligations hereunder, or in connection with the sale or transfer of
all or substantially all of its assets relating to this Agreement, whether by merger, sale of stock, operation of law or otherwise. Any purported

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assignment in contravention of this Section shall, at the option of the non-assigning Party, be null and void and of no effect.

16.8No Implied licenses.Only the licenses granted expressly herein shall be of legal force and effect. No
license rights shall be created hereunder by implication, estoppel or otherwise.

16.9Further Assurances.Each Party agrees to execute, acknowledge and deliver such further instruments, and to
do all such other acts as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.

16.10Force Majeure.No Party shall be liable for any failure or delay in performance under this Agreement to
the extent such failure or delay arises from Force Majeure. A Force Majeure is fire, explosion, earthquake, storm, flood, strike, labor difficulties, war, insurrection, riot, act of God or the public
enemy, or any law, act, order, export or import control regulations, proclamation, decree, regulation, ordinance, or instructions of local, state, federal or foreign governmental or other public
authorities, or judgment or decree of a court of competent jurisdiction (but excluding a court injunction against a Party's performance) and not otherwise arising out of breach by such Party of this
Agreement. In the event of the occurrence of such an event, the Party so affected shall give prompt written notice to the other Party, stating the period of time the occurrence is expected to continue
and shall use best efforts to end the failure or delay and ensure that the effects of such Force Majeure are minimized.

16.11Negation of Agency.Nothing herein contained shall be deemed to create an agency, joint venture,
amalgamation, partnership, or similar relationship between Organon and Pharmacopeia. The relationship between the Parties established by this Agreement is that of independent contractors.

16.12Publicity.No public announcement concerning the existence or the terms of this Agreement shall be made,
either directly or indirectly, by Pharmacopeia or Organon, except as may be legally required by applicable laws, regulations, or judicial order, without first obtaining the approval of the other Party
and agreement upon the nature, text, and timing of such announcement, which approval and agreement shall not be unreasonably withheld. The Party desiring to make any such public announcement shall
provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public
release. Neither Party shall issue any press release or make any public announcement, which includes or otherwise uses the name of the other Party in any public statement or document except with the
prior written consent of such Party.

16.13Registration and Filing of the Agreement.To the extent, if any, that a Party concludes in good faith that
it is required to file or register this Agreement or a notification thereof with any governmental authority, including without limitation the U.S. Securities and Exchange Commission and the
Competition Directorate of the Commission of the European Communities, in accordance with applicable laws and regulations, such Party may do so, and the other Party shall cooperate in such filing or
notification and shall execute all documents reasonably required in connection therewith at the, expense of the requesting Party. The Parties shall promptly inform each other as to the activities or
inquiries of any such governmental authority relating to this Agreement, and shall cooperate, to respond to any request for further information therefrom at the expense of the requesting Party.

16.14Entire Agreement.This Agreement and the Exhibit hereto may be amended from time to time in accordance
with this Agreement) contains the entire agreement between the Parties with respect to the subject matter hereof. Any prior agreement, arrangement or undertaking, whether oral or in writing is hereby
superseded.

16.15Beneficiaries.No person, other than Organon or Pharmacopeia and their permitted assignees hereunder,
shall be deemed an intended beneficiary hereunder or have any right to enforce any obligation of this Agreement.

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16.16Affiliates of Parties.Each Party may perform its obligations hereunder personally or through one or more
Affiliates and shall be responsible for the performance of such obligations, and any liabilities resulting therefrom. Neither Party shall permit any of its Affiliates to commit any act (including any
act of omission) which such Party is prohibited hereunder from committing directly.

16.17Compliance with Laws.In exercising their rights under this Agreement, the Parties shall fully comply with
the requirements of any and all applicable laws, regulations, rules and orders of any governmental body having jurisdiction over the exercise of rights under this Agreement.

16.18Patent Marking.Organon agrees to mark and have its Affiliates and Sublicensees mark all Collaboration
Products sold pursuant to this Agreement in accordance with the applicable statute or regulations relating to patent marking in the country or countries of manufacture and sale thereof.

16.19Dispute Resolution.



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16.20No Trademark Rights.Except as provided herein, no right, express or implied, is granted by this Agreement
to use in any manner the name "Pharmacopeia," "Organon" or any other trade name or trademark of the other Party or its Affiliates in connection with performance of this Agreement.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective
Date.

|N.V. ORGANON            |  | PHARMACOPEIA, INC     
|----------------------- |  | ----------------------
|By:                     |  | /s/H J VERGOUWEN      
|Name:                   |  | H J Vergouwen         
|Title:                  |  | Managing Director R&D 
|Date: February 13, 2002 |  | Date: January 31, 2002
|By:                     |  | /s/C D NICHOLSON      
|Name:                   |  | C D Nicholson         
|Title:                  |  | Director Research     
|Date: February 13, 2002 |  |                       

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EXHIBIT AAssay Validation Criteria

Generic Validation Criteria for HTS Assays Developed by Organon

Assay validation is a process that Organon is responsible for conducting prior to delivery of a screen. All work related to assay validation is performed at
Organon, with the objective of demonstrating that assay performance meets or exceeds the criteria that has been mutually accepted by both companies. The following are generic validation criteria,
which will be dependent and may vary based on the actual assay to be developed.

***
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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