Common use of Confidential Disclosure Agreement Clause in Contracts

Confidential Disclosure Agreement. Notwithstanding any provision of this Agreement to the contrary, any confidential disclosure agreement previously executed by the Company and the Investor in connection with the transactions contemplated by this Agreement shall remain in full force and effect in accordance with its terms following the execution of this Agreement and the consummation of the transactions contemplated hereby. EXHIBIT A PHARMACOPEIA STOCK CERTIFICATE QUESTIONNAIRE Pursuant to Section 5 of the Agreement, please provide us with the following information: 1. The exact name that your Shares are to be ----------------------------- registered in (this is the name that will appear on your stock certificate(s)). You may use a nominee name if appropriate: 2. The relationship between the Investor and ----------------------------- the registered holder listed in response to item 1 above: 3. The mailing address of the registered holder ----------------------------- listed in response to item 1 above: 4. The Social Security Number or Tax ----------------------------- Identification Number of the registered holder listed in the response to item 1 above: EXHIBIT B PHARMACOPEIA, INC. INVESTOR QUESTIONNAIRE (ALL INFORMATION WILL BE TREATED CONFIDENTIALLY) To: Pharmacopeia, Inc. This Investor Questionnaire ("Questionnaire") must be completed by each potential investor in connection with the offer and sale of the shares of the common stock, par value $0.001 per share, of Pharmacopeia, Inc. (the "Securities"). The Securities are being offered and sold by Pharmacopeia, Inc. (the "Corporation") without registration under the Securities Act of 1933, as amended (the "Act"), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(2) of the Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation must determine that a potential investor meets certain suitability requirements before offering or selling Securities to such investor. The purpose of this Questionnaire is to assure the Corporation that each investor will meet the applicable suitability requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemption from registration is based in part on the information herein supplied. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. Your answers will be kept strictly confidential. However, by signing this Questionnaire you will be authorizing the Corporation to provide a completed copy of this Questionnaire to such parties as the Corporation deems appropriate in order to ensure that the offer and sale of the Securities will not result in a violation of the Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable to purchasers of the Securities. All potential investors must answer all applicable questions and complete, date and sign this Questionnaire. Please print or type your responses and attach additional sheets of paper if necessary to complete your answers to any item.

Confidential Disclosure Agreement. Notwithstanding any provision of this Agreement to the contrary, any confidential disclosure agreement previously executed by the Company and the Investor in connection with the transactions contemplated by this Agreement shall remain in full force and effect in accordance with its terms following the execution of this Agreement and the consummation of the transactions contemplated hereby. EXHIBIT Exhibit A PHARMACOPEIA Velocity Express Corporation STOCK CERTIFICATE QUESTIONNAIRE Pursuant to Section 5 4 of the Agreement, please provide us with the following information: 1. The exact name that your Shares are to be ----------------------------- registered in (this is the name that will appear ------------------------ on your stock certificate(s)). You may use a nominee name if appropriate: 2. The relationship between the Investor and ----------------------------- the registered holder listed in response to item 1 ------------------------ above: 3. The mailing address of the registered holder ----------------------------- listed in response to item 1 above:: ------------------------ 4. The Social Security Number or Tax ----------------------------- Identification Number of the registered holder listed in the ------------------------ response to item 1 above: EXHIBIT Exhibit B PHARMACOPEIA, INC. Velocity Express Corporation INVESTOR QUESTIONNAIRE (ALL INFORMATION WILL BE TREATED CONFIDENTIALLYall information will be treated confidentially) To: Pharmacopeia, Inc. Velocity Express Corporation: This Investor Questionnaire ("Questionnaire") must be completed by each potential investor in connection with the offer and sale of the shares of the common stockSeries N Preferred Stock, par value $0.001 0.004 per share, of Pharmacopeia, Inc. share (the "SecuritiesShares"), of Velocity Express Corporation (the "Company"). The Securities Shares are being offered and sold by Pharmacopeia, Inc. (the "Corporation") Company without registration under the Securities Act of 1933, as amended (the "Securities Act"), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(2) 4 of the Securities Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation Company must determine that a potential investor meets certain suitability requirements before offering or selling Securities Shares to such investor. The purpose of this Questionnaire is to assure the Corporation Company that each investor will meet the applicable suitability requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemption from registration is based in part on the information herein supplied. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. Your answers will be kept strictly confidential. However, by signing this Questionnaire you will be authorizing the Corporation Company to provide a completed copy of this Questionnaire to such parties as the Corporation Company deems appropriate in order to ensure that the offer and sale of the Securities Shares will not result in a violation of the Securities Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable to purchasers of the SecuritiesShares. All potential investors must answer all applicable questions and complete, date and sign this Questionnaire. Please print or type your responses and attach additional sheets of paper if necessary to complete your answers to any item.

Confidential Disclosure Agreement. Notwithstanding any provision of this the Agreement to the contrary, any confidential disclosure agreement previously executed by the Company and the Investor in connection with the transactions contemplated by this the Agreement shall remain in full force and effect in accordance with its terms following the execution of this the Agreement and the consummation of the transactions contemplated hereby. EXHIBIT A PHARMACOPEIA NOVATEL WIRELESS, INC. STOCK CERTIFICATE QUESTIONNAIRE Pursuant to Section 5 4 of the Agreement, please provide us with the following information: 1. The exact name that your Shares are to be ----------------------------- registered __________________ in (this is the name that will appear on your stock certificate(s)). You may use a nominee name if appropriate: 2. The relationship between the Investor and ----------------------------- the __________________ registered holder listed in response to item 1 above: 3. The mailing address of the registered holder ----------------------------- listed __________________ in response to item 1 above: 4. The Social Security Number or Tax ----------------------------- Identification __________________ Number of the registered holder listed in the response to item 1 above: EXHIBIT B PHARMACOPEIANOVATEL WIRELESS, INC. INVESTOR QUESTIONNAIRE (ALL INFORMATION WILL BE TREATED CONFIDENTIALLY) To: PharmacopeiaNovatel Wireless, Inc. Inc., This Investor Questionnaire ("QuestionnaireQUESTIONNAIRE") must be completed by each potential investor in connection with the offer and sale of the shares of the series A convertible preferred stock, par value $.001 per share and warrants to purchase common stock, par value $0.001 .001 per shareshare (collectively, the "SECURITIES"), of PharmacopeiaNovatel Wireless, Inc. (the "SecuritiesCOMPANY"). The Securities are being offered and sold by Pharmacopeia, Inc. (the "Corporation") Company without registration under the Securities Act of 1933, as amended (the "ActSECURITIES ACT"), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(2) 4 of the Securities Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation Company must determine that a potential investor meets certain suitability requirements before offering or selling Securities to such investor. The purpose of this Questionnaire is to assure the Corporation Company that each investor will meet the applicable suitability requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemption from registration is based in part on the information herein supplied. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. Your answers will be kept strictly confidential. However, by signing this Questionnaire you will be authorizing the Corporation Company to provide a completed copy of this Questionnaire to such parties as the Corporation Company deems appropriate in order to ensure that the offer and sale of the Securities Shares will not result in a violation of the Securities Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable to purchasers of the Securities. All potential investors must answer all applicable questions and complete, date and sign this Questionnaire. Please print or type your responses and attach additional sheets of paper if necessary to complete your answers to any item. A. BACKGROUND INFORMATION Name: __________________________________________________________________________ Business Address: ______________________________________________________________ (Number and Street) ________________________________________________________________________________ (City) (State) (Zip Code)

Confidential Disclosure Agreement. Notwithstanding any provision of this Agreement to the contrary, any confidential disclosure agreement previously executed by the Company and the Investor in connection with the transactions contemplated by this Agreement shall remain in full force and effect in accordance with its terms following the execution of this Agreement and the consummation of the transactions contemplated hereby. EXHIBIT A PHARMACOPEIA STOCK CERTIFICATE QUESTIONNAIRE Pursuant to Section 5 of the Agreement, please provide us with the following information: 1. The exact name that your Shares are to be ----------------------------- registered in (this is the name that will appear on your stock certificate(s)). You may use a nominee name if appropriate: 2. The relationship between the Investor and ----------------------------- the registered holder listed in response to item 1 above: 3. The mailing address of the registered holder ----------------------------- listed in response to item 1 above: 4. The Social Security Number or Tax ----------------------------- Identification Number of the registered holder listed in the response to item 1 above: EXHIBIT B PHARMACOPEIA, INC. INVESTOR QUESTIONNAIRE (ALL INFORMATION WILL BE TREATED CONFIDENTIALLY) To: PharmacopeiaEndocardial Solutions, Inc. This Investor Questionnaire ("Questionnaire") must be completed by each potential investor in connection with the offer and sale of the shares of the common stock, par value $0.001 0.01 per share, of PharmacopeiaEndocardial Solutions, Inc. (the "Securities"). The Securities are being offered and sold by PharmacopeiaEndocardial Solutions, Inc. (the "Corporation") without registration under the Securities Act of 1933, as amended (the "Act"), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(2) of the Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation must determine that a potential investor meets certain suitability requirements before offering or selling Securities to such investor. The purpose of this Questionnaire is to assure the Corporation that each investor will meet the applicable suitability requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemption from registration is based in part on the information herein supplied. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. Your answers will be kept strictly confidential. However, by signing this Questionnaire you will be authorizing the Corporation to provide a completed copy of this Questionnaire to such parties as the Corporation deems appropriate in order to ensure that the offer and sale of the Securities will not result in a violation of the Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable to purchasers of the Securities. All potential investors must answer all applicable questions and complete, date and sign this Questionnaire. Please print or type your responses and attach additional sheets of paper if necessary to complete your answers to any item. A. BACKGROUND INFORMATION

Confidential Disclosure Agreement. Notwithstanding any provision of this Agreement to the contrary, any confidential disclosure agreement previously executed by the Company and the Investor in connection with the transactions contemplated by this Agreement shall remain in full force and effect in accordance with its terms following the execution of this Agreement and the consummation of the transactions contemplated hereby. EXHIBIT 15 Exhibit A PHARMACOPEIA STOCK CERTIFICATE QUESTIONNAIRE Pursuant to Section 5 of the Agreement, please provide us with the following information: 1. The exact name that your Shares are to be ----------------------------- registered in (this is the name that will appear on your stock certificate(s)). You may use a nominee name if appropriate: : 2. The relationship between the Investor and ----------------------------- the registered holder listed in response to item 1 above: : 3. The mailing address of the registered holder ----------------------------- listed in response to item 1 above: : 4. The Social Security Number or Tax ----------------------------- Identification Number of the registered holder listed in the response to item 1 above: EXHIBIT Exhibit B PHARMACOPEIA, INC. INVESTOR QUESTIONNAIRE (ALL INFORMATION WILL BE TREATED CONFIDENTIALLY) To: PharmacopeiaIntraBiotics Pharmaceuticals, Inc. This Investor Questionnaire ("Questionnaire") must be completed by each potential investor in connection with the offer and sale of the shares of the common stock, par value $0.001 per share, of PharmacopeiaIntraBiotics Pharmaceuticals, Inc. (the "Securities"). The Securities are being offered and sold by PharmacopeiaIntraBiotics Pharmaceuticals, Inc. (the "Corporation") without registration under the Securities Act of 1933, as amended (the "Act"), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(2) of the Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation must determine that a potential investor meets certain suitability requirements before offering or selling Securities to such investor. The purpose of this Questionnaire is to assure the Corporation that each investor will meet the applicable suitability requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemption from registration is based in part on the information herein supplied. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. Your answers will be kept strictly confidential. However, by signing this Questionnaire you will be authorizing the Corporation to provide a completed copy of this Questionnaire to such parties as the Corporation deems appropriate in order to ensure that the offer and sale of the Securities will not result in a violation of the Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable to purchasers of the Securities. All potential investors must answer all applicable questions and complete, date and sign this Questionnaire. Please print or type your responses and attach additional sheets of paper if necessary to complete your answers to any item. A. Background Information

Confidential Disclosure Agreement. Notwithstanding any provision of this Agreement to the contrary, any confidential disclosure agreement previously executed by the Company and the Investor in connection with the transactions contemplated by this Agreement shall remain in full force and effect in accordance with its terms following the execution of this Agreement and the consummation of the transactions contemplated hereby. EXHIBIT A PHARMACOPEIA EURONET WORLDWIDE, INC. STOCK CERTIFICATE QUESTIONNAIRE Pursuant to Section 5 of the Agreement, please provide us with the following information: 1. The exact name that your Shares are to be ----------------------------- registered in (this is the name that will -------------------------- appear on your stock certificate(s)). You may use a nominee name if appropriate: 2. The relationship between the Investor and ----------------------------- the registered holder listed in response to item -------------------------- 1 above: 3. The mailing address of the registered holder ----------------------------- listed in response to item 1 above:: -------------------------- 4. The Social Security Number or Tax ----------------------------- Identification Number of the registered -------------------------- holder listed in the response to item 1 above: EXHIBIT B PHARMACOPEIAEURONET WORLDWIDE, INC. INVESTOR QUESTIONNAIRE (ALL INFORMATION WILL BE TREATED CONFIDENTIALLYall information will be treated confidentially) To: PharmacopeiaEuronet Worldwide, Inc. This Investor Questionnaire ("Questionnaire") must be completed by each potential investor in connection with the offer and sale of the shares of the common stock, par value $0.001 .02 per shareshare (the "Securities"), of PharmacopeiaEuronet Worldwide, Inc. (the "SecuritiesCompany"). The Securities are being offered and sold by Pharmacopeia, Inc. (the "Corporation") Company without registration under the Securities Act of 1933, as amended (the "Securities Act"), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(2) of the Securities Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation Company must determine that a potential investor meets certain suitability requirements before offering or selling Securities to such investor. The purpose of this Questionnaire is to assure the Corporation Company that each investor will meet the applicable suitability requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemption from registration is based in part on the information herein supplied. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. Your answers will be kept strictly confidential. However, by signing this Questionnaire you will be authorizing the Corporation Company to provide a completed copy of this Questionnaire to such parties as the Corporation Company deems appropriate in order to ensure that the offer and sale of the Securities will not result in a violation of the Securities Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable to purchasers of the Securities. All potential investors must answer all applicable questions and complete, date and sign this Questionnaire. Please print or type your responses and attach additional sheets of paper if necessary to complete your answers to any item.

Confidential Disclosure Agreement. Notwithstanding any provision of this Agreement to the contrary, any confidential disclosure agreement previously executed by the Company and the Investor in connection with the transactions contemplated by this Agreement shall remain in full force and effect in accordance with its terms following the execution of this Agreement and the consummation of the transactions contemplated hereby. EXHIBIT Exhibit A PHARMACOPEIA ADOLOR CORPORATION STOCK CERTIFICATE QUESTIONNAIRE Pursuant to Section Sections 5 and 6 of the Agreement, please provide us with the following information: 1. The exact name that your Shares are to be ----------------------------- registered in (this is the name that will appear on your stock certificate(s)). You may use a nominee name if appropriate:: _____________________ 2. The relationship between the Investor and ----------------------------- the registered holder listed in response to item 1 above:: _____________________ 3. The mailing address of the registered holder ----------------------------- listed in response to item 1 above:: _____________________ 4. The Social Security Number or Tax ----------------------------- Identification Number of the registered holder listed in the response to item 1 above: EXHIBIT _____________________ Exhibit B PHARMACOPEIA, INC. ADOLOR CORPORATION INVESTOR QUESTIONNAIRE (ALL INFORMATION WILL BE TREATED CONFIDENTIALLYall information will be treated confidentially) To: Pharmacopeia, Inc. Adolor Corporation This Investor Questionnaire ("Questionnaire") must be completed by each potential investor in connection with the offer and sale of the shares of the common stock, par value $0.001 .0001 per share, of Pharmacopeia, Inc. Adolor Corporation (the "Securities"). The Securities are being offered and sold by Pharmacopeia, Inc. Adolor Corporation (the "Corporation") without registration under the Securities Act of 1933, as amended (the "Act"), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(2) of the Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation must determine that a potential investor meets certain suitability requirements before offering or selling Securities to such investor. The purpose of this Questionnaire is to assure the Corporation that each investor will meet the applicable suitability requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemption from registration is based in part on the information herein supplied. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. Your answers will be kept strictly confidential. However, by signing this Questionnaire you will be authorizing the Corporation to provide a completed copy of this Questionnaire to such parties as the Corporation deems appropriate in order to ensure that the offer and sale of the Securities will not result in a violation of the Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable to purchasers of the Securities. All potential investors must answer all applicable questions and complete, date and sign this Questionnaire. Please print or type your responses and attach additional sheets of paper if necessary to complete your answers to any item.. Background Information Name:______________________________________________________________________________________________________________ Business Address:__________________________________________________________________________________________________ (Number and Street) ___________________________________________________________________________________________________________________ (City) (State) (Zip Code)

Confidential Disclosure Agreement. Notwithstanding any provision of this Agreement to the contrary, any confidential disclosure agreement previously executed by the Company and the Investor in connection with the transactions contemplated by this Agreement shall remain in full force and effect in accordance with its terms following the execution of this Agreement and the consummation of the transactions contemplated hereby. EXHIBIT 4.3 EXHIBIT A PHARMACOPEIA CIMA LABS INC. STOCK CERTIFICATE QUESTIONNAIRE Pursuant to Section 5 of the Agreement, please provide us with the following information: 1. The exact name that your Shares are to be ----------------------------- registered in (this is the name that will -------------------------- appear on your stock certificate(s)). You may use a nominee name if appropriate: 2. The relationship between the Investor and ----------------------------- the registered holder listed in response to item 1 -------------------------- above: 3. The mailing address of the registered holder ----------------------------- listed in response to item 1 above:: -------------------------- 4. The Social Security Number or Tax ----------------------------- Identification Number of the registered holder -------------------------- listed in the response to item 1 above: EXHIBIT B PHARMACOPEIA, CIMA LABS INC. INVESTOR QUESTIONNAIRE (ALL INFORMATION WILL BE TREATED CONFIDENTIALLY) To: Pharmacopeia, CIMA Labs Inc. This Investor Questionnaire ("Questionnaire") must be completed by each potential investor in connection with the offer and sale of the shares of the common stock, par value $0.001 0.01 per share, of Pharmacopeia, CIMA Labs Inc. (the "Securities"). The Securities are being offered and sold by Pharmacopeia, Inc. [Name of Company] (the "Corporation") without registration under the Securities Act of 1933, as amended (the "Act"), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(2) of the Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation must determine that a potential investor meets certain suitability requirements before offering or selling Securities to such investor. The purpose of this Questionnaire is to assure the Corporation that each investor will meet the applicable suitability requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemption from registration is based in part on the information herein supplied. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. Your answers will be kept strictly confidential. However, by signing this Questionnaire you will be authorizing the Corporation to provide a completed copy of this Questionnaire to such parties as the Corporation deems appropriate in order to ensure that the offer and sale of the Securities will not result in a violation of the Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable to purchasers of the Securities. All potential investors must answer all applicable questions and complete, date and sign this Questionnaire. Please print or type your responses and attach additional sheets of paper if necessary to complete your answers to any item.

Confidential Disclosure Agreement. Notwithstanding any provision of this Agreement to the contrary, any confidential disclosure agreement previously executed by the Company and the Investor in connection with the transactions contemplated by this Agreement shall remain in full force and effect in accordance with its terms following the execution of this Agreement and the consummation of the transactions contemplated hereby. EXHIBIT A PHARMACOPEIA STOCK CERTIFICATE QUESTIONNAIRE Pursuant to Section 5 of the Agreement, please provide us with the following information: 1. The exact name that your Shares are to be ----------------------------- ___________________ registered in (this is the name that will appear on your stock certificate(s)). You may use a nominee name if appropriate: 2. The relationship between the Investor and ----------------------------- ___________________ the registered holder listed in response to item 1 above: 3. The mailing address of the registered holder ----------------------------- ___________________ listed in response to item 1 above: 4. The Social Security Number or Tax ----------------------------- ___________________ Identification Number of the registered holder listed in the response to item 1 above: EXHIBIT B PHARMACOPEIA, INC. INVESTOR QUESTIONNAIRE (ALL INFORMATION WILL BE TREATED CONFIDENTIALLY) To: Pharmacopeia, Inc. This Investor Questionnaire ("Questionnaire") must be completed by each potential investor in connection with the offer and sale of the shares of the common stock, par value $0.001 per share, of Pharmacopeia, Inc. (the "Securities"). The Securities are being offered and sold by Pharmacopeia, Inc. (the "Corporation") without registration under the Securities Act of 1933, as amended (the "Act"), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(2) of the Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation must determine that a potential investor meets certain suitability requirements before offering or selling Securities to such investor. The purpose of this Questionnaire is to assure the Corporation that each investor will meet the applicable suitability requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemption from registration is based in part on the information herein supplied. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. Your answers will be kept strictly confidential. However, by signing this Questionnaire you will be authorizing the Corporation to provide a completed copy of this Questionnaire to such parties as the Corporation deems appropriate in order to ensure that the offer and sale of the Securities will not result in a violation of the Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable to purchasers of the Securities. All potential investors must answer all applicable questions and complete, date and sign this Questionnaire. Please print or type your responses and attach additional sheets of paper if necessary to complete your answers to any item.

Confidential Disclosure Agreement. Notwithstanding any provision of this the Agreement to the contrary, any confidential disclosure agreement previously executed by the Company and the Investor in connection with the transactions contemplated by this the Agreement shall remain in full force and effect in accordance with its terms following the execution of this the Agreement and the consummation of the transactions contemplated hereby. EXHIBIT A PHARMACOPEIA NOVATEL WIRELESS, INC. STOCK CERTIFICATE QUESTIONNAIRE Pursuant to Section 5 4 of the Agreement, please provide us with the following information: 1. The exact name that your Shares are to be ----------------------------- registered in ______________ (this is the name that will appear on your stock certificate(s)). You may use a nominee name if appropriate: 2. The relationship between the Investor and ----------------------------- the registered ______________ holder listed in response to item 1 above: 3. The mailing address of the registered holder ----------------------------- listed in ______________ response to item 1 above: 4. The Social Security Number or Tax ----------------------------- Identification Number of ______________ the registered holder listed in the response to item 1 above: EXHIBIT B PHARMACOPEIANOVATEL WIRELESS, INC. INVESTOR QUESTIONNAIRE (ALL INFORMATION WILL BE TREATED CONFIDENTIALLYall information will be treated confidentially) To: PharmacopeiaNovatel Wireless, Inc. Inc., This Investor Questionnaire ("Questionnaire") must be completed by each potential investor in connection with the offer and sale of the shares of the series A convertible preferred stock, par value $.001 per share and warrants to purchase common stock, par value $0.001 .001 per shareshare (collectively, the "Securities"), of PharmacopeiaNovatel Wireless, Inc. (the "SecuritiesCompany"). The Securities are being offered and sold by Pharmacopeia, Inc. (the "Corporation") Company without registration under the Securities Act of 1933, as amended (the "Securities Act"), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(2) 4 of the Securities Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation Company must determine that a potential investor meets certain suitability requirements before offering or selling Securities to such investor. The purpose of this Questionnaire is to assure the Corporation Company that each investor will meet the applicable suitability requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemption from registration is based in part on the information herein supplied. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. Your answers will be kept strictly confidential. However, by signing this Questionnaire you will be authorizing the Corporation Company to provide a completed copy of this Questionnaire to such parties as the Corporation Company deems appropriate in order to ensure that the offer and sale of the Securities Shares will not result in a violation of the Securities Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable to purchasers of the Securities. All potential investors must answer all applicable questions and complete, date and sign this Questionnaire. Please print or type your responses and attach additional sheets of paper if necessary to complete your answers to any item.