**Exhibit10.2**

*Portions of this Exhibit wereomitted and filed separately with the Secretary of the Commission pursuant toan application for confidential treatment filed with the Commission pursuant toRule 24b-2 under the Securities Exchange Act of 1934.  Such omissions are designated as **.*

**ExecutionVersion**

**AMENDMENTNO. 1**

**to**

**PRODUCT DEVELOPMENT AND**

**COMMERCIALIZATION AGREEMENT**

**This Amendment No. 1** (this “Amendment”), effective as of August 1, 2006 (the “AmendmentEffective Date”), is entered into byand between SmithKline Beecham Corporation, doing business as GlaxoSmithKline,a Pennsylvania corporation having a principal place of business at One FranklinPlaza, 200 N 16th Street, Philadelphia, PA 19102 (“SB Corp”),and Glaxo Group Limited, a company existing under the laws of England andWales, having its registered office at Glaxo Wellcome House, Berkeley Avenue,Greenford, Middlesex, UB6 0NN, England (“GGL”), SB Corp and GGL beingcollectively 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 Jersey08512 (“Pharmacopeia”).  Pharmacopeia and GSK are each referred toherein by name or as a “Party” or, collectively, as the “Parties.”  The Parties do hereby enter into thisAmendment in order to amend that certain **Product Development and Commercialization Agreement** by andbetween the Parties which was executed as of March 24, 2006 (the “Agreement”).

The Parties do hereby amend the Agreement as follows:

1.             All capitalizedterms not defined in this Amendment shall have the meanings given to them inthe Agreement.

2.             Add new Section1.32(a) as follows:

“1.32(a)  ‘GSK TOOL COMPOUND’ shall mean any compound (and any isomers, esters, salts, hydrates,or solvates thereof) provided hereunder by GSK to Pharmacopeia (asdocumented by a “GSK Tool Compound Transfer Record” which shall describe thecompound being transferred and the amount and date provided and the purpose forwhich the compound is provided) which (i) has been documented by GSK, at thetime of transfer to Pharmacopeia, to modulate the activity of an InitialTarget, (ii) is described in any know-how or pending or issued patentControlled by GSK, and (iii) is neither in the public domain nor available to Pharmacopeiafrom any Third Party having the legal right to provide such compound, and whichis provided to Pharmacopeia for use under the Agreement only as a positivecontrol in biological assays foractivity with respect to the applicable Initial Target, and not for any otheruse or purpose.”

3.                                       Add new Section1.32(b) as follows:

“1.32(b)  ‘GSK TOOL COMPOUND IP’shall mean any Know-how or pending or issued Patent, pertaining specifically toa GSK Tool Compound, which (i) exists as of the date such GSK Tool Compound issupplied to Pharmacopeia and is owned or Controlled by GSK or (ii) is conceivedsolely by GSK and reduced to practice by Pharmacopeia in the course ofperforming a

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Program.  AnyGSK Tool Compound IP shall be assigned to GSK as the sole owner thereof, andGSK shall have sole control over all matters pertaining to the prosecution,defense and enforcement of any Patents included in GSK Tool Compound IP.  In the event that Pharmacopeia conceives aninvention based on its use of any GSK Tool Compound as expresslypermitted pursuant to this Amendment andobtains patent protection therefor, such patent shall not fall within the GSKTool Compound IP defined in this paragraph. However, Pharmacopeia hereby grants to GSK a non-exclusive, ** license,under all of **, to ** of the Agreement.”

4.             Revise Section 2.2.2(a) toread in its entirety as follows:

“(a)  determinethe ** (**) ** (other than the ** (**) **, which shall be determined prior tothe Effective Date pursuant to Section 3.2.1) which shall be pursued viaPrograms pursuant to this Agreement.  TheJSC may, at its discretion, agree to revise the schedule for the transfer ofreagents and assays from GSK to Pharmacopeia described in paragraph (c) below,or the JSC may for any reason agree to substitute an alternative Target for theapplicable Initial Target;”

5.             Revise Section 3.2.3 to readin its entirety as follows:

“3.2.3      Provisionof Reagents and Assays.  The reagents andassays for screening of the Initial Targets shall be provided by GSK toPharmacopeia on a reasonable schedule to be established by the JSC, except withrespect to any Initial Targets for which Pharmacopeia has or can readilygenerate reagents and assays, at Pharmacopeia’s reasonable discretion.  GSK will complete transfer of reagents andassays to Pharmacopeia for the ** (**) ** in accordance with a schedule to bemutually agreed by the Parties after the Effective Date.  In the event GSK determines that, for anyreason, it will be unable to complete the transfer of such reagents and assaysin accordance with such schedule, the JSC may agree to revise the schedule orto substitute an alternative Target for the applicable Initial Target.”

6.             Add new Section 3.2.4 as follows:

“3.2.4      Supply of GSK ToolCompounds.

(a)                                                          Pursuant to thedecision of the JSC, GSK will supply to Pharmacopeia a GSK Tool Compound inreasonable quantities as determined by the JSC, provided that such quantitiesare readily available to GSK, for use by Pharmacopeia only as a positivecontrol for determining activity in biological assays to support the conduct ofone or more Screening Programs.  All suchtransfers of GSK Tool Compounds shall be documented in writing by a “GSK ToolCompound Transfer Record”, which shall record the name of the compound and theamount and date transferred and the permitted purpose for use byPharmacopeia.  At the time GSK provides aGSK Tool Compound to Pharmacopeia, GSK shall grant, and hereby does grant toPharmacopeia, a non-exclusive license to use the GSK Tool Compound under therelevant GSK Tool Compound IP owned or Controlled by GSK for use only inbiological assays pursuant to a Program (i) as a positive control in an assayto modulate the activity of the applicable Target and/or (ii) to findnon-active site inhibitors, and for no other purpose.  For avoidance of doubt, Pharmacopeia shallnot be permitted to transfer or disclose any GSK Tool 

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Compound or any GSK ToolCompound IP or any information regarding the chemical structure of any GSK ToolCompound to a Third Party without GSK’s prior written consent.  In addition, the Parties understand and agreethat Pharmacopeia shall not use the GSK Tool Compound or the GSK Tool CompoundIP as a starting point or as an intermediate in any chemistry efforts or anystructure-activity-relationship studies (SAR studies) under a Program toidentify or optimize any chemical compound or series to be progressed byPharmacopeia pursuant to any Program.

(b)                                                         In addition,pursuant to a request from the JSC, GSK may, at its sole discretion, elect tosupply to Pharmacopeia (for Pharmacopeia’s convenience), and Pharmacopeia may,at its sole discretion, accept for screening, certain tool compounds which donot qualify under the definition of GSK Tool Compounds, but which may be usefulas a positive control in a biological assay under a Program for one of theInitial Targets.  Any such tool compoundprovided by GSK to Pharmacopeia shall be subject to all of the samerestrictions upon permitted use and disclosure as are described above in paragraph(a) of this Section 3.2.4 for the GSK Tool Compounds.  To the extent that Pharmacopeia uses anycompound supplied by GSK pursuant to this Section 3.2.4(b), Pharmacopeia agreesto do so at its own risk.

7.             Add a new sentence at theend of Section 3.3.1 as follows:

“In addition, GSK andPharmacopeia hereby agree that the provisions of this Section 3.3 (“Restrictionson Targets/Noncompete”) shall not apply to restrict or prohibit the pursuit byeither Party outside of Programs under the Agreement, whether independently orfor/with a Third Party, of the discovery, research, development orcommercialization of any **, wherein such ** is an Initial Target under theAgreement.

8.             All the terms of theAgreement, except as expressly modified by this Amendment, shall remainunchanged and in full force and effect.

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**IN WITNESS WHEREOF**, each of theparties hereto has caused this Amendment to be duly executed by its dulyauthorized representatives as of the Amendment Effective Date.
| **SMITHKLINE BEECHAM CORPORATION,**     | **PHARMACOPEIA DRUG**                        |
|-----------------------------------------|----------------------------------------------|
| **d/b/a  GLAXOSMITHKLINE**              | **DISCOVERY, INC.**                          |
| ** **                              | ** **                                   |
| By:                                     | /s/ Donald E.  Parman                        |   | By: | /s/ Leslie J. Browne |   |
|                                    |                                         |
| Name: Donald E.  Parman                 | Name: Leslie J. Browne, Ph.D.                |
|                                    |                                         |
| Title: Vice  President and Secretary    | Title: President and Chief Executive Officer |
|                                    |                                         |
| Date:   August  10, 2006 | Date: August 8, 2006                         |
|                                    |                                         |
| **GLAXO  GROUP LIMITED**                |                                         |
| ** **                              |                                         |
| By:                                     | /s/ V.A. Whyte                               |   |   |
|                                    |                                         |
| Name: V.A. Whyte                        |                                         |
|                                    |                                         |
| Title: Assistant  Company Secretary     |                                         |
|                                    |                                         |
| Date: 10 August  2006                   |                                         |
|                                         |                                              |  |  |  |  |  |

 

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