OF ALL OR SUBSTANTIALLY ALL OF THE
COMPANY'S ASSETS, BUSINESS OR PROPERTIES), AND EMPLOYEE HEREBY CONSENTS TO SUCH
ASSIGNMENT.
11. ENTIRE AGREEMENT; AMENDMENTS. THIS AGREEMENT, THE INDEMNITY AGREEMENT DATED
AS OF JUNE 16, 2005 BETWEEN THE COMPANY AND EMPLOYEE, THE INCENTIVE STOCK OPTION
AWARD NOTICE (AS MODIFIED HEREBY), AND THE EMPLOYMENT, CONFIDENTIAL INFORMATION
AND INVENTION ASSIGNMENT AGREEMENT DATED AS OF JUNE 16, 2005 BETWEEN THE COMPANY
AND
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EMPLOYEE, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO AND THERE
ARE NO OTHER UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS, EXPRESSED OR
IMPLIED. THIS AGREEMENT SUPERSEDES ANY AND ALL OTHER PRIOR OR CONTEMPORANEOUS
AGREEMENTS, ORAL OR WRITTEN, CONCERNING EMPLOYEE'S EMPLOYMENT, DUTIES AND
COMPENSATION. THIS AGREEMENT MAY BE AMENDED ONLY IN WRITING SIGNED BY EMPLOYEE
AND THE CHIEF EXECUTIVE OFFICER OR GENERAL COUNSEL OF THE COMPANY.
12. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
13. GOVERNING LAW; FORUM SELECTION. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS (OTHER THAN CONFLICTS OF LAWS PRINCIPLES)
OF THE STATE OF NEW JERSEY APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE. THE PARTIES CONSENT TO JURISDICTION AND
LAYING OF VENUE IN THE STATE AND FEDERAL COURTS OF NEW JERSEY FOR PURPOSES OF
RESOLVING DISPUTES UNDER THIS AGREEMENT
14. PUBLICITY; SECURITIES LAW FILINGS. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE
COMPANY INTENDS TO FILE WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION A
REPORT ON FORM 8-K (THE "8-K") (I) DISCLOSING THE TERMINATION OF EMPLOYEE'S
EMPLOYMENT WITH THE COMPANY, (II) ATTACHING THIS AGREEMENT AND THE OPTION
AGREEMENT AS EXHIBITS THERETO AND (III) ATTACHING ANY PRESS RELEASE THE COMPANY
ISSUES IN CONNECTION WITH THE TERMINATION OF EMPLOYEE'S EMPLOYMENT WITH THE
COMPANY AS AN EXHIBIT THERETO. THE COMPANY AGREES TO PROVIDE A DRAFT OF THE 8-K
AND ANY PRESS RELEASE TO EMPLOYEE FOR COMMENT NO LATER THAN ONE (1) BUSINESS DAY
PRIOR TO SUCH FILING OR RELEASE, AND TO REASONABLY CONSIDER ANY COMMENTS
EMPLOYEE MAY HAVE TO THE CONTENT THEREOF. THE FORM OF THE PARAGRAPHS CONCERNING
EMPLOYEE TO BE INCLUDED IN SUCH 8-K AND THE FORM OF SUCH PRESS RELEASE ARE
ATTACHED TO THIS AGREEMENT AS EXHIBIT D.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
effective Date.
PHARMACOPEIA DRUG DISCOVERY, INC.
By:
/s/ Stephen C. Costalas
Stephen C. Costalas
Executive Vice President, General Counsel
and Secretary
EMPLOYEE
By:
/s/ Michio Soga
Michio Soga
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