0001193125-06-053562 Sample Contracts

COLLABORATION AGREEMENT
Collaboration Agreement • March 14th, 2006 • Curagen Corp • Services-commercial physical & biological research • Washington

WHEREAS, SGI owns or controls intellectual property rights relating to certain technology useful for linking certain proprietary cytotoxins to other molecules such as antibodies capable of directing such cytotoxins to specific tissues and/or cells;

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November 11, 2005
Curagen Corp • March 14th, 2006 • Services-commercial physical & biological research

Reference is made to the Metabolic Disorder Collaboration Agreement dated January 12, 2001 between Bayer Corporation and CuraGen Corporation (as previously amended, the “Agreement”). Terms which are defined in the Agreement are used herein as so defined. This letter will set forth our agreement with respect to an amendment of the Agreement.

To: Personnel File From: Elizabeth A. Whayland, VP of Finance & Corporate Secretary Date: February 1, 2005 Re: Amendment to Employment Agreement dated May 20, 2002
Curagen Corp • March 14th, 2006 • Services-commercial physical & biological research

I, Elizabeth A. Whayland, (“the Executive”) signed an Employment Agreement (“the Agreement”) with my employer, CuraGen Corporation (“the Company”), on or about May 20, 2002, and subsequently signed an Addendum to the Agreement on October 31, 2003. Exhibit A, Item 1) of the original Agreement provides that the Executive’s initial base salary shall be subject to increases by the Board of Directors, which shall review the salary periodically. Therefore, pursuant to the minutes of the January 25, 2005, Meeting of the Compensation Committee of the Board of Directors, the Executive’s 2005 base salary will be adjusted to $187,000 per year, payable in bi-weekly installments.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2006 • Curagen Corp • Services-commercial physical & biological research

This First Amendment (this “Amendment”), dated as of December 22, 2005, by and between 454 Life Sciences Corporation (the “Company”) and Christopher K. McLeod (the “Executive”), amends that certain Employment Agreement (the “Employment Agreement”), dated as of August 10, 2005, by and between the Company and the Executive. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Employment Agreement.

To: Personnel File From: Elizabeth A. Whayland, VP of Finance & Corporate Secretary Date: October 31, 2003 Re: Addendum to Employment Agreement
Curagen Corp • March 14th, 2006 • Services-commercial physical & biological research

I, Elizabeth A. Whayland, (“the Executive”) signed an Employment Agreement (“the Agreement”) with my employer, CuraGen Corporation (“the Company”), on or about May 20, 2002. The Agreement provides that it shall be renewed on an annual basis unless either the Company or the Executive notifies the other party of his/her/its intent not to renew the Agreement on or before October 31 (Section 2A. Term).

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