Amendment #3 Research, License & Royalty Agreement

EXHIBIT 10.9(c)
---------------


Amendment No. 3 to Research, License and Royalty Agreement
----------------------------------------------------------

This Amendment No. 3 to Research, License and Royalty Agreement (the "Amendment") effective as of November 21, 1997, is entered into by and between Pharmacopeia, Inc. ("Pharmacopeia") and Berlex Laboratories, Inc. ("Berlex"), and amends that certain Research, License and Royalty Agreement entered into by Pharmacopeia and Berlex effective as of February 15, 1995 (the "Agreement"), as amended by Amendment No. 1 to Research, License and Royalty Agreement effective as of November 27, 1996 and Amendment No. 2 to Research, License and Royalty Agreement effective as of June 30, 1997.


1. All capitalized terms not defined in this Amendment shall have the meanings
given to them in the Agreement, as amended.


2. The following new Sections 1.49 and 1.50 are added following Section 1.48:


1.49 "Outside Compound" is defined in Section 4.9(b).


1.50 "Outside Target" means any target against which Pharmacopeia screens
one or more of the Focused Libraries other than (i) the Initial Berlex
Target or (ii) the Additional Berlex Target.


3. Subsection 4.5(a) is amended to read in its entirety as follows:


(a) subject to the terms of Section 4.7, an exclusive (even as to
Pharmacopeia) worldwide, royalty-bearing license under the Developed
Technology to make, have made, use and sell compounds in Focused Libraries,
Lead Compounds, Development Compounds, Products and Other Products in and
outside the Field;


4. Subsection 4.5(d) is amended to read in its entirety as follows:


(d) subject to the terms of Section 4.7, an exclusive (even as to
Pharmacopeia) worldwide, royalty-bearing license under the Pharmacopeia
Base Technology to make, have made, use and sell compounds in Focused
Libraries, Lead Compounds, Development Compounds, Products and Other
Products in and outside the Field.


5. The following language shall be added to the end of Section 4.7:


Notwithstanding any contrary provision of this Agreement, Berlex also
grants to Pharmacopeia a co-exclusive (with Berlex) worldwide license under
the Berlex Base Technology and Berlex's interest in the Developed
Technology to make, have made, use and sell any compounds in the Focused
Libraries outside the Field on the terms and conditions set forth in
Sections 4.9 and 4.15 below, with the right to grant sublicenses in
accordance with Section 4.15 below.


6. Section 4.9 is amended to read in its entirety as follows:


4.9 Use of Focused Libraries.
------------------------


(a) Limitation on Use. For a period from the end of the Term until
-----------------
expiration of the last to expire issued Live Claim which claims Focused
Libraries, Lead Compounds, Development Compounds, Products or Other
Products or, in the case of a Live Claim in a pending patent application,
until the earlier of (i) abandonment cancellation, withdrawal, or
disclaiming of such Live Claim or (ii) the [***] anniversary of filing such
patent application or, if a parent of such patent application exists, the
[***] anniversary of the earliest such parent application, Pharmacopeia may
not use th ...