INTERPRETATIONS OF LAW AND CHANGES OF CIRCUMSTANCES,
THE PARTIES AGREE THAT IN THE EVENT THAT ANY SECTION, PARAGRAPH OR TERM OF THIS
AGREEMENT SHALL BE DETERMINED TO BE INVALID OR UNENFORCEABLE BY ANY COMPETENT
AUTHORITY OR TRIBUNAL FOR ANY REASON, THE REMAINDER OF THIS AGREEMENT SHALL BE
UNAFFECTED THEREBY AND SHALL REMAIN IN FULL FORCE AND EFFECT. MOREOVER, IF ANY
OF THE PROVISIONS OF THIS AGREEMENT IS DETERMINED BY A COURT OF COMPETENT
JURISDICTION TO BE EXCESSIVELY BROAD AS TO DURATION, ACTIVITY, GEOGRAPHIC
APPLICATION OR SUBJECT, IT SHALL BE CONSTRUED BY LIMITING OR REDUCING IT TO THE
EXTENT LEGALLY PERMITTED SO AS TO BE ENFORCEABLE TO THE EXTENT COMPATIBLE WITH
THEN APPLICABLE LAW.
9. SUCCESSORS AND ASSIGNS. THIS AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF
THE SUCCESSORS AND ASSIGNS OF THE COMPANY AND THE HEIRS, EXECUTORS OR PERSONAL
REPRESENTATIVES OF EMPLOYEE. THIS AGREEMENT MAY NOT BE ASSIGNED BY EMPLOYEE.
THIS AGREEMENT MAY BE ASSIGNED TO ANY SUCCESSOR IN INTEREST TO THE COMPANY
(INCLUDING BY WAY OF MERGER, CONSOLIDATION OR REORGANIZATION, OR BY WAY OF ANY
ASSIGNMENT OF ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS, BUSINESS OR
PROPERTIES), AND EMPLOYEE HEREBY CONSENTS TO SUCH ASSIGNMENT.
10. ENTIRE AGREEMENT; AMENDMENTS. THIS AGREEMENT, THE LETTER AGREEMENT AND THE
APPLICABLE BYLAWS AND POLICIES OF THE COMPANY, 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
PRIOR OR CONTEMPORANEOUS AGREEMENTS, ORAL OR WRITTEN, CONCERNING EMPLOYEE'S
EMPLOYMENT AND COMPENSATION. THE PARTIES AGREE THAT THE SEVERANCE AGREEMENT
DATED FEBRUARY 8, 2005 BETWEEN THEM IS HEREBY TERMINATED AND THAT NEITHER PARTY
HAS ANY FURTHER OBLIGATION OR LIABILITY TOWARD THE OTHER THEREUNDER. THIS
AGREEMENT MAY BE AMENDED ONLY IN WRITING SIGNED BY EMPLOYEE AND THE CHIEF
EXECUTIVE OFFICER OR THE GENERAL COUNSEL OF THE COMPANY.
11. 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.
12. 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
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first set forth above.
PHARMACOPEIA DRUG DISCOVERY, INC.
By
/s/ Leslie J. Browne
Leslie J. Browne, Ph.D.
President and Chief Executive Officer
EMPLOYEE
By
/s/ Brian M. Posner
Brian M. Posner
EXHIBIT A
General Release
IN CONSIDERATION OF the terms and conditions contained in the Severance
Agreement, dated as of the
th day of
, 20
, (the "Severance
Agreement") by and between
("Employee") and
Pharmacopeia Drug Discovery, Inc. (the "Company"), and for other good