Chief Operating Officer Employment Agreement

June 18, 2002


Mr. Taylor J. Crouch 83 Belcher Drive Sudbury, MA 01776


Dear Taylor:


On behalf of Discovery Partners International (DPI), I am pleased to offer you the position of President and Chief Operating Officer. You will report directly to Riccardo Pigliucci, Chairman and Chief Executive Officer and will be based in San Diego, California.


Your annual base salary will be $325,000 and you will be eligible for a year-end incentive cash bonus with a target payout of 35% of base salary based on accomplishment of established performance objectives. For 2002, the base salary will be prorated and the bonus eligibility will be based on a percentage of the prorated base salary.


Subject to Board approval, we will grant you Stock Options representing 300,000 shares of DPI common stock subject to standard four year vesting (one year cliff and then monthly) and other standard terms. These will be ISO to the extent allowed by current tax regulations. It is our intention to have the Board approve this grant as soon as possible after you join the Company. The vesting commencement date will be your first day of work, the option term will begin on the date the Board acts to grant the options and the exercise price will be 100% of the closing market price on the date the Board grants the options.


You will be provided a relocation package inclusive of closing costs, moving expenses and reasonable real estate expenses including commissions with the agreement that should you be terminated for cause or voluntarily resign your position before your one year anniversary with DPI, you will reimburse us all am ...