Exhibit 4.2Registration Rights Agreement • March 17th, 2000 • Curagen Corp • Services-commercial physical & biological research • New York
EXHIBIT 1.1 _______________ SHARES CURAGEN CORPORATION COMMON STOCK, $.01 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 1998 • Curagen Corp • Services-commercial physical & biological research • New York
ARTICLE I BACKGROUNDLicense Agreement • March 26th, 1999 • Curagen Corp • Services-commercial physical & biological research • North Carolina
EXHIBIT 10.26 STOCK PURCHASE AGREEMENT dated as of January 12, 2001 by and betweenStock Purchase Agreement • March 28th, 2001 • Curagen Corp • Services-commercial physical & biological research • Delaware
FROM CD-451 U.S. DEPARTMENT OF COMMERCE [_] GRANT [X] COOPERATIVE (REV.10-93) AGREEMENT DAO 203-26 ------------------------------------------ AMENDMENT TO FINANCIAL ASSISTANCE AWARD ACCOUNTING CODE **SEE BELOW ------------------------...Curagen Corp • November 6th, 1997 • Services-commercial physical & biological research
Exhibit 4.1 INDENTURE betweenCuragen Corp • March 17th, 2000 • Services-commercial physical & biological research • New York
Exhibit 1.1 ----------- 4,800,000 SHARES CURAGEN CORPORATION COMMON STOCK, $.01 PAR VALUE UNDERWRITING AGREEMENT November 15, 2000 November 15, 2000 Morgan Stanley & Co. Incorporated Lehman Brothers Inc. Dain Rauscher Wessels Bear, Stearns & Co. Inc....Curagen Corp • November 16th, 2000 • Services-commercial physical & biological research • New York
EXHIBIT 10.29 AGREEMENT REGARDING ASSIGNMENT OF PURCHASE AGREEMENT This AGREEMENT is made between Richard E. Beauvais ("Beauvais") and CuraGen Corporation ("CuraGen") as of April 10th, 2001. WHEREAS, Beauvais has entered into a Purchase Agreement with...Agreement • April 1st, 2002 • Curagen Corp • Services-commercial physical & biological research • Connecticut
EXHIBIT 10.32 THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of March 4, 2002 between CuraGen Corporation, a corporation organized under the laws of the State of Delaware, with its principal place of business at 555 Long Wharf...Employment Agreement • April 1st, 2002 • Curagen Corp • Services-commercial physical & biological research • Connecticut
Exhibit 10.14 CuraGen Corporation has omitted from this Exhibit 10.14 portions of the Agreement for which CuraGen Corporation has requested confidential treatment from the Securities and Exchange commission. The portions of the Agreement for which...License Agreement • March 17th, 1998 • Curagen Corp • Services-commercial physical & biological research • Connecticut
andCollaboration Agreement • March 28th, 2001 • Curagen Corp • Services-commercial physical & biological research • Delaware
BETWEENCollaborative Research and License Agreement • March 13th, 1998 • Curagen Corp • Services-commercial physical & biological research • Connecticut
L E A S E ---------Indenture of Lease • August 12th, 1998 • Curagen Corp • Services-commercial physical & biological research
STANDARD NONEXCLUSIVE LICENSE AGREEMENT - BRUMLEY TECHNOLOGY ------------------------------------------------------------ This Agreement is made effective the 1st day of July, 1996, by and between Wisconsin Alumni Research Foundation (hereinafter...Nonexclusive License Agreement • March 17th, 1998 • Curagen Corp • Services-commercial physical & biological research
ContractEmployment Agreement • March 13th, 2008 • Curagen Corp • Services-commercial physical & biological research • Connecticut
THIS EMPLOYMENT AGREEMENT (“Agreement”) entered into as of December 14, 2007 and effective as of January 1, 2008, between CuraGen Corporation, a corporation organized under the laws of the State of Delaware, with its principal place of business at 322 East Main Street, Branford, Connecticut (the “Company”), and Sean A. Cassidy (“Executive”) to provide for the continued employment of Executive.
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 7th, 2005 • Curagen Corp • Services-commercial physical & biological research • Delaware
AGREEMENT made as of the day of between 454 Life Sciences Corporation(the “Company”), a Delaware corporation having a principal place of business in Branford, Connecticut and (the “Participant”).
CURAGEN CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2004 • Curagen Corp • Services-commercial physical & biological research • New York
CuraGen Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the initial purchaser named in the purchase agreement (the “Initial Purchaser”), upon the terms set forth in such purchase agreement dated February 10, 2004 (the “Purchase Agreement”), its 4.0% Convertible Subordinated Notes due 2011 (the “Securities”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchaser thereunder, the Company agrees with the Initial Purchaser for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
4,000,000 Shares of Common Stock CURAGEN CORPORATION UNDERWRITING AGREEMENT August 9, 2005Underwriting Agreement • August 10th, 2005 • Curagen Corp • Services-commercial physical & biological research • New York
CuraGen Corporation, a corporation organized and existing under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Bear, Stearns & Co. Inc. (the “Underwriter”) an aggregate of 4,000,000 shares (the “Shares”) of its common stock, par value $0.01 per share (the “Common Stock”). The Shares are more fully described in the Registration Statement and Prospectus referred to below.
Exhibit 10.2 ------------ ======================================= STANDARD FORM OF OFFICE LEASE THE REAL ESTATE BOARD OF NEW YORK, INC. ======================================= AGREEMENT OF LEASE, made as of this 11th day of February, 1993, BETWEEN...Curagen Corp • October 16th, 1997
NON-QUALIFIED STOCK OPTION AGREEMENT (STANDARD) CURAGEN CORPORATIONNon-Qualified Stock Option Agreement • August 9th, 2006 • Curagen Corp • Services-commercial physical & biological research • Delaware
AGREEMENT made as of the XXth day of XXXX, 2006, between CuraGen Corporation (the “Company”), a Delaware corporation having a principal place of business in Branford, Connecticut, and EMPLOYEE NAME, (the “Participant”).
ContractEmployment Agreement • March 26th, 2003 • Curagen Corp • Services-commercial physical & biological research • Connecticut
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of December 19, 2002 between 454 Corporation, a corporation organized under the laws of the State of Delaware, with its principal place of business at 20 Commercial Street, Branford, Connecticut (the “Company”), and Richard F. Begley, Ph.D. (“Executive”).
RESTRICTED STOCK AGREEMENT CURAGEN CORPORATIONRestricted Stock Agreement • February 7th, 2005 • Curagen Corp • Services-commercial physical & biological research • Delaware
AGREEMENT made as of the day of , 200 (the “Grant Date”), between CuraGen Corporation (the “Company”), a Delaware corporation having its principal place of business in New Haven, Connecticut and , (the “Participant”).
INCENTIVE STOCK OPTION AGREEMENT CURAGEN CORPORATIONIncentive Stock Option Agreement • February 7th, 2005 • Curagen Corp • Services-commercial physical & biological research • Delaware
AGREEMENT made as of day of , 200 , between CuraGen Corporation (the “Company”), a Delaware corporation having a principal place of business in New Haven, Connecticut, and , an employee of the Company (the “Employee”).
Re: Amendment to Employment AgreementEmployment Agreement • March 10th, 2009 • Curagen Corp • Services-commercial physical & biological research
You and CuraGen Corporation (“CuraGen”) are parties to an Employment Agreement, entered into as of December 14, 2007 and effective as of January 1, 2008 (the “Employment Agreement”), which outlines the terms and conditions of your employment with CuraGen. In light of recent tax legislation under Section 409A of the Internal Revenue Code (“Section 409A”), you and CuraGen mutually desire to amend certain provisions of the Employment Agreement as set forth below:
SECOND RESTATED COLLABORATION AGREEMENTCollaboration Agreement • April 11th, 2005 • Curagen Corp • Services-commercial physical & biological research • Delaware
CuraGen Corporation PURCHASE AGREEMENTPurchase Agreement • March 11th, 2004 • Curagen Corp • Services-commercial physical & biological research • New York
CuraGen Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with you (the “Initial Purchaser”), as set forth below.
andStockholder Rights Agreement • April 1st, 2002 • Curagen Corp • Services-commercial physical & biological research • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG CELLDEX THERAPEUTICS, INC., COTTRELL MERGER SUB, INC. AND CURAGEN CORPORATION May 28, 2009Agreement and Plan of Merger • May 29th, 2009 • Curagen Corp • Services-commercial physical & biological research • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 28, 2009, by and among CuraGen Corporation, a Delaware corporation (the “Company”), Celldex Therapeutics, Inc., a Delaware corporation (“Buyer”) and Cottrell Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Buyer (“Merger Sub”).
CuraGen Corporation has omitted from this Exhibit 10.11 portions of the Agreement for which CuraGen Corporation has requested confidential treatment from the Securities and Exchange Commission. The portions of the Agreement for which confidential...Option and Exclusive License Agreement • March 17th, 1998 • Curagen Corp • Services-commercial physical & biological research
LICENSE AND COLLABORATION AGREEMENT BETWEEN TOPOTARGET A/S AND CURAGEN CORPORATION DATED AS OF June 3, 2004License and Collaboration Agreement • April 11th, 2005 • Curagen Corp • Services-commercial physical & biological research • New York
THIS LICENSE AND COLLABORATION AGREEMENT (this “Agreement”), dated as of June 3, 2004, is between TopoTarget A/S, a company duly organized and existing under the laws of Denmark and having offices at Symbion Science Park, Fruebjergvej 3, 2100 Copenhagen, Denmark (“TOPOTARGET”), and CURAGEN Corporation, a company duly organized and existing under the laws of the State of Delaware and having offices at 555 Long Wharf Drive, New Haven, CT 06511, USA (“CURAGEN”).
COLLABORATION AGREEMENTCollaboration 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;
Exhibit 10.16 CuraGen Corporation has omitted from this Exhibit 10.16 portions of the Agreement for which CuraGen Corporation has requested confidential treatment from the Securities and Exchange Commission. The portions of the Agreement for which...Resources and Environment • March 13th, 1998 • Curagen Corp • Services-commercial physical & biological research
To: Personnel File From: Elizabeth A. Whayland, SVP of Finance & Corporate Secretary Date: January 25, 2006 Re: Amendment to Employment Agreement dated May 20, 2002Curagen Corp • May 10th, 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, 2006, Meeting of the Compensation Committee of the Board of Directors, the Executive’s 2006 base salary will be adjusted to $211,000 per year, payable in bi-weekly installments.
Sid Martin Biotechnology Development InstituteIncubator License Agreement • October 16th, 1997 • Curagen Corp • Florida
NON-QUALIFIED OPTION AGREEMENT WITH [INSERT NAME] [DATE]Non-Qualified Option Agreement • June 15th, 1998 • Curagen Corp • Services-commercial physical & biological research • Delaware
