This employment agreement (the "Agreement") is made and entered into as of October 10, 2001 (the "Effective Date"), by and between Pharmacopeia, Inc., (hereinafter the "Company"), and Bruce C. Myers (hereinafter "Mr. Myers").


    WHEREAS, Mr. Myers has been employed by the Company since December 1998, most recently in the capacity of Executive Vice President and Chief Financial Officer;

    WHEREAS, the Company desires to continue to employ Mr. Myers in the capacity of Executive Vice President and Chief Financial Officer on the terms set forth in this Agreement;

    WHEREAS, Mr. Myers desires to continue to render services in the capacity of Executive Vice President and Chief Financial Officer on the terms set forth in this Agreement;

    NOW, THEREFORE, in consideration of their mutual promises and intending to be legally bound, the parties agree as follows:

    1.  Employment.  

    2.  Term.  Mr. Myers' employment hereunder shall commence on the Effective Date and shall continue until terminated in accordance with Section 4 of this Agreement.

    3.  Compensation.  

    4.  Termination.  Mr. Myers' employment as Executive Vice President and Chief Financial Officer is AT-WILL and may be terminated at any time for any reason. In the event of termination of Mr. Myers' employment, the Company shall have no liability to Mr. Myers for compensation or benefits except as specified in this Section 4 or as required by the Company's benefits policy.

    5.  Vacation and Holiday.  Mr. Myers shall entitled vacation each year, in accordance with the Company's standard vacation policy, and to those holidays observed by the Company. As an essential employee of the Company, Mr. Myers shall schedule vacation and holiday observances so as not to interfere with the performance of Mr. Myers' duties as Executive Vice President and Chief Financial Officer.

    6.  Health Insurance; Life Insurance; Other Fringe Benefits.  Mr. Myers shall be entitled the benefit of such group medical, accident and long-term disability insurance as the Company shall make available from time to time to its executive employees.

    7.  Professional Expenses.  Mr. Myers will be reimbursed in accordance with the Company's policy and procedure for the reasonable costs of properly documented professional and business related travel expenses required in the course of Mr. Myers' employment. The Company will also pay for appropriate professional dues and memberships, which must be approved in advance by the Company.

    8.  Taxes.  Mr. Myers will be responsible for the payment of any tax liability incurred as a result of this Agreement. The Company may withhold tax on any payments or benefits provided to Mr. Myers as required by law or regulation.

    9.  Confidential Information.  Except as reasonably necessary to perform Mr. Myers' duties as Executive Vice President and Chief Financial Officer, Mr. Myers agrees not to reveal to any other person or entity or use for Mr. Myers' own benefit any confidential information of or about the Company or its operations, both during and after Mr. Myers' employment under this Agreement, including without limitation marketing plans, financial information, key personnel, employees' capabilities, salaries and benefits, customer lists, pricing and cost structures, operation methods and any other information not available to the public, without the Company's prior written consent. Mr. Myers

also agrees to execute the Company's Invention and Non-Disclosure Agreement that is attached hereto and made a part hereof.

    10.  Non-Competition.  Mr. Myers shall not, during the course of Mr. Myers' employment with the Company or for a period of twelve (12) months thereafter, directly or indirectly:

    11.  Arbitration.  Any and all disputes between the parties (except actions to enforce the provisions of Section 10 of this Agreement), arising under or relating to this Agreement or any dispute arising between the parties, including claims arising under any employment discrimination laws, shall be adjudicated and resolved exclusively through binding arbitration before the American Arbitration Association pursuant to the American Arbitration Association's then-in-effect National Rules for the Resolution of Employment Disputes (hereafter "Rules"). The initiation and conduct of any arbitration hereunder shall be in accordance with the Rules and, unless expressly required by law, each side shall bear its own costs and counsel fees in such arbitration. Any arbitration hereunder shall be conducted in Princeton; New Jersey, San Diego, California, or at such other location as mutually agreed by the Parties. Any arbitration award shall be final and binding on the Parties. The arbitrator shall have no authority to depart from, modify, or add to the written terms of this Agreement. The arbitration provisions of this Section shall be interpreted according to, and governed by, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and any action pursuant to such Act to enforce any rights hereunder shall be brought exclusively in the United States District Court for the Southern District of California. The parties consent to the jurisdiction of (and the laying of venue in) such court.

    12.  Waiver.  The waiver by the Company of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by Mr. Myers of any provision of the Agreement.

    13.  Severability.  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, and any such section, paragraph, or term shall be deemed modified to the extent to make it enforceable.

    14.  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 Mr. Myers. This Agreement may not be assigned by Mr. Myers. This Agreement may be assigned to any successor in interest to the Company and Mr. Myers hereby consents to such assignment.

    15.  Entire Agreement; Amendments.  This Agreement, including the recitals (which are a part hereof), together with the applicable bylaws and policies of the Company, constitutes the entire Agreement between the parties hereto and there are no other understandings, agreements or representations, expressed or implied. This Agreement supercedes any and all prior or contemporaneous agreements, oral or written, concerning Mr. Myers' employment and compensation. This Agreement may be amended only in writing signed by Mr. Myers and the Chief Executive Officer or Vice President of Human Resources.

    16.  Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey.

    Detailed this 10th day of October 2001.






Joseph A. Mollica
Chief Executive Officer





Bruce C. Myers

Source: OneCLE Business Contracts.