AMENDMENT NO. 1 TO COLLABORATION AGREEMENT
This Amendment No. 1 to Collaboration Agreement (the "Amendment") effective
as of April 14, 1997, is entered into by and between Pharmacopeia, Inc.
("Pharmacopeia") and Daiichi Pharmaceutical Co., Ltd ("Daiichi"), and amends
that certain Collaboration Agreement entered into by Pharmacopeia and Daiichi
effective as of March 29, 1996 (the "Agreement").
1. All capitalized terms not defined in this Amendment shall have the meaning
given to them in the Agreement.
2. Section 7.6 is amended to read in its entirety as follows:
7.6 Equity Investment. Subject to the terms and conditions of the Common
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Stock Purchase Agreement, Daiichi shall purchase from Pharmacopeia on the
Effective Date $5,000,000 of Pharmacopeia Common Stock [***]. In addition,
Daiichi shall purchase from Pharmacopeia $3,000,000 of Pharmacopeia Common
Stock [***] the date of (i), (ii), (iii) mentioned below, which purchase of
Pharmacopeia Common Stock shall occur on the tenth (10th) business day
following [***].
3. Article 7 is amended by the addition of the following new Section 7.9:
7.9 Confirmation of [***]. Promptly following Pharmacopeia's
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indentification of a Collaboration Compound as [***], Pharmacopeia shall
notify Daiichi thereof and shall provide to Daiichi a [***] sample of such
Collaboration Compound. Daiichi shall have [***] from the date it receives
such sample (the "Confirmation Period") to notify Pharmacopeia whether
Daiichi has confirmed that such Collaboration Compound satisfies the
Criteria for [***]. In the event that Daiichi's analysis does not confirm
that a particular Collaboration Compound indentified by Pharmacopeia as
[***] meets the Criteria for [***], Daiichi shall promptly notify
Pharmacopeia during the Confirmation Period, and Daiichi and Pharmacopeia
personnel will work together, at Pharmacopeia's laboratories, for a period
not to exceed [***] from the date Daiici initially received the sample, to
make a final agreed determination whether or not such Collaboration
Compound satisfies the Criteria for [***].
4. Except as specifically modified or amended hereby, the Agreement shall
remain in full force and effect and, as modified or amended, hereby
ratified, confirmed and approved. No provision of this Amendment may be
modified or amended except expressly in a writing signed by both parties
nor shall any terms be waived except expressly in a writing signed by the
party charged therewith. This Amendment shall be governed in accordance
with the laws of the State of New Jersey, without regard to principles of
conflicts of laws.
*Information omitted and filed separately with the Commission under Rule 24b-2.
In WITNESS WHEREOF, each of the parties has executed this Amendment as of
the date indicated on this Amendment.
DAIICHI PHARMACEUTICAL CO., LTD. PHARMACOPEIA, INC.
By:_____________________________ By:_____________________________
Name:___________________________ Name:___________________________
Title:__________________________ Title:__________________________
Date:___________________________ Date:___________________________
