PHARMACOPEIA DRUG DISCOVERY, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY RIGHTS AGREEMENT Dated as of April , 2004Rights Agreement • April 9th, 2004 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • New York
RIGHTS AGREEMENT, dated as of April 6, 2004 (the "Agreement"), between PHARMACOPEIA DRUG DISCOVERY, INC., a Delaware corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the "Rights Agent").
TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 9th, 2004 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • Delaware
THIS TRANSITION SERVICES AGREEMENT (this "Agreement") is dated as of this 30th day of April, 2004, by and between PHARMACOPEIA, INC., a Delaware corporation ("Pharmacopeia"), and ACCELRYS INC., a Delaware corporation and a wholly owned subsidiary of Pharmacopeia (Pharmacopeia and Accelrys Inc. are referred to herein collectively as "Accelrys"), on the one hand, and PHARMACOPEIA DRUG DISCOVERY, INC., a Delaware corporation ("PDD"), on the other hand. Each of Accelrys and PDD is sometimes hereinafter referred to as a "Party" and together as the "Parties."
TAX SHARING AND INDEMNIFICATION AGREEMENTTax Sharing and Indemnification Agreement • April 9th, 2004 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • Delaware
This Tax Sharing and Indemnification Agreement (this "Agreement") is entered into as of the Distribution Date by and between Pharmacopeia, Inc., a Delaware corporation ("Pharmacopeia"), on behalf of itself and each Pharmacopeia Affiliate, and Pharmacopeia Drug Discovery, Inc., a Delaware corporation ("PDD"), and their respective successors.
EMPLOYEE MATTERS AGREEMENT dated as of , 2004 between PHARMACOPEIA, INC. and PHARMACOPEIA DRUG DISCOVERY, INC.Employee Matters Agreement • April 9th, 2004 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • Delaware
THIS IS AN EMPLOYEE MATTERS AGREEMENT, dated as of , 2004 (the "Agreement"), by and between Pharmacopeia, Inc., a Delaware corporation (together with its successors and permitted assigns, "Supplier"), and Pharmacopeia Drug Discovery, Inc., a Delaware corporation (together with its successors and permitted assigns, "Spinco") (collectively, the "Parties" or individually, a "Party").
SEVERANCE AGREEMENT FOR WILLIAM J. DELORBESeverance Agreement • April 9th, 2004 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • New Jersey
This SEVERANCE AGREEMENT (the "Agreement") is made and entered into as of the 24th day of March, 2004, by and between PHARMACOPEIA DRUG DISCOVERY, INC., a Delaware corporation (hereinafter, the "Company"), and William J. DeLorbe, Ph.D., an individual (hereinafter, "Employee").
PATENT AND SOFTWARE LICENSE AGREEMENTPatent and Software License Agreement • April 9th, 2004 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • Delaware
This PATENT AND SOFTWARE LICENSE AGREEMENT (the "Agreement"), effective this 30th day of April, 2004 (the "Effective Date"), is between Pharmacopeia Drug Discovery, Inc., a corporation organized and existing under the laws of the State of Delaware and having a principal place of business at 3000 Eastpark Boulevard, Cranbury New Jersey 08512 ("PDD"), and Pharmacopeia, Inc., a corporation organized and existing under the laws of the State of Delaware and having a place of business at 9685 Scranton Road, San Diego, California 92121-3752 ("Pharmacopeia"), for itself and on behalf of Accelrys Inc. and each of Pharmacopeia's subsidiaries other than PDD (Pharmacopeia and such subsidiaries other than PDD being referred to herein collectively as the "Pharmacopeia Group").
MASTER SEPARATION AND DISTRIBUTION AGREEMENT BETWEEN PHARMACOPEIA, INC., ACCELRYS, INC. AND PHARMACOPEIA DRUG DISCOVERY, INC.Master Separation and Distribution Agreement • April 9th, 2004 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • Delaware
THIS MASTER SEPARATION AND DISTRIBUTION AGREEMENT (this "Agreement") is entered into as of April , 2004, between Pharmacopeia, Inc., a Delaware corporation ("Pharmacopeia"), Accelrys, Inc., a Delaware corporation ("Accelrys"), and Pharmacopeia Drug Discovery, Inc., a Delaware corporation ("PDD"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article VI hereof.
