Coley Pharmaceutical Group, Inc. Sample Contracts

Coley Pharmaceutical Group, Inc. – RESTATED CERTIFICATE OF INCORPORATION OF COLEY PHARMACEUTICAL GROUP, INC. (January 4th, 2008)

Seventh. No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability to the extent provided by applicable law (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which such director derived an improper personal benefit. No repeal or modification of this Article Seventh shall adversely affect any right or protection of a director of the Corporation in respect of any act or omission occurring prior to the time of such repeal or modification.

Coley Pharmaceutical Group, Inc. – AGREEMENT AND PLAN OF MERGER AMONG COLEY PHARMACEUTICAL GROUP, INC. PFIZER INC. AND CORVETTE ACQUISITION CORP. Dated as of November 15, 2007 (November 20th, 2007)

This AGREEMENT AND PLAN OF MERGER (the “Agreement”), made and entered into as of the 15th day of November, 2007, by and among PFIZER INC., a Delaware corporation (“Acquiror”), CORVETTE ACQUISITION CORP., a Delaware corporation (the “Acquisition Subsidiary”), and COLEY PHARMACEUTICAL GROUP, INC., a Delaware corporation (“Coley”).

Coley Pharmaceutical Group, Inc. – AGREEMENT AND PLAN OF MERGER AMONG COLEY PHARMACEUTICAL GROUP, INC. PFIZER INC. AND CORVETTE ACQUISITION CORP. Dated as of November 15, 2007 (November 16th, 2007)

This AGREEMENT AND PLAN OF MERGER (the “Agreement”), made and entered into as of the 15th day of November, 2007, by and among PFIZER INC., a Delaware corporation (“Acquiror”), CORVETTE ACQUISITION CORP., a Delaware corporation (the “Acquisition Subsidiary”), and COLEY PHARMACEUTICAL GROUP, INC., a Delaware corporation (“Coley”).

Coley Pharmaceutical Group, Inc. – AMENDMENT NO. 1 TO STOCKHOLDER RIGHTS AGREEMENT (November 16th, 2007)

This Amendment No. 1 to Stockholder Rights Agreement (the “Amendment”), dated as of November 15, 2007, by and between Coley Pharmaceutical Group, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”), amends that certain Stockholder Rights Agreement, dated as of October 5, 2007, by and between the Company and the Rights Agent (the “Rights Agreement”).

Coley Pharmaceutical Group, Inc. – COLEY PHARMACEUTICAL GROUP, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent STOCKHOLDER RIGHTS AGREEMENT Dated as of October 5, 2007 (October 9th, 2007)

STOCKHOLDER RIGHTS AGREEMENT, dated as of October 5, 2007 (the “Agreement”), between Coley Pharmaceutical Group, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”).

Coley Pharmaceutical Group, Inc. – News Release (October 9th, 2007)

Wellesley, MA, October 8, 2007 – Coley Pharmaceutical Group, Inc. (Nasdaq: COLY), a biopharmaceutical company discovering and developing a novel class of drug candidates known as TLR Therapeutics™, announced today that its Board of Directors has adopted a Stockholder Rights Plan (the “Rights Plan”) that is designed to strengthen the ability of the Board of Directors to protect Coley’s stockholders. The plan was not adopted in response to any unsolicited offer or takeover attempt.

Coley Pharmaceutical Group, Inc. – Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act. ASSET PURCHASE AND LICENSE AGREEMENT BY AND AMONG 3M COMPANY, 3M INNOVATIVE PROPERTIES COMPANY, AND COLEY PHARMACEUTICAL GROUP, INC. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. (August 8th, 2007)

THIS AGREEMENT, made this 8th of June, 2007, (“Signing Date”) by and among 3M COMPANY (hereinafter “3M”), 3M INNOVATIVE PROPERTIES COMPANY (hereinafter “3M IPC”), Delaware corporations having offices at 3M Center, St. Paul, Minnesota 55144, USA and COLEY PHARMACEUTICAL GROUP, INC. a Delaware corporation having its address at 93 Worcester Street, Suite 101, Wellesley, MA 02481 USA (hereinafter “COLEY”). 3M IPC is a wholly owned subsidiary of 3M. Hereinafter a reference to “3M” or “COLEY” shall include their respective Affiliates where performance would be expected from or required by an Affiliate.

Coley Pharmaceutical Group, Inc. – Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act. COLEY PHARMACEUTICAL GROUP, INC. And DYNAVAX TECHNOLOGIES CORPORATION LICENSE AGREEMENT (August 8th, 2007)
Coley Pharmaceutical Group, Inc. – Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act. LICENSE AND OPTION AGREEMENT by and between COLEY PHARMACEUTICAL GROUP, INC. and MERCK & CO., INC. April 11, 2007 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. (August 8th, 2007)

THIS LICENSE AND OPTION AGREEMENT (this “Agreement”) is entered into as of April 11, 2007 (the “Effective Date”), by and between COLEY PHARMACEUTICAL GROUP, INC., a Delaware corporation having an address of 93 Worcester Street, Suite 101, Wellesley, Massachusetts 02481 (“Coley”) and MERCK AND CO, INC., a corporation organized and existing under the laws of New Jersey, with its principal business office located at One Merck Drive, P.O. Box 100, Whitehouse Station, New Jersey 08889 (“Merck”). Each of Merck and Coley is sometimes referred to individually herein as a “Party” and collectively as the “Parties”.

Coley Pharmaceutical Group, Inc. – News Release (June 29th, 2007)

Wellesley, MA and Berkeley, CA, June 28, 2007 – Coley Pharmaceutical Group, Inc. (Nasdaq: COLY) and Dynavax Technologies Corporation (Nasdaq: DVAX) today announced they have entered into a license agreement relating to certain TLR Therapeutics™ patents from Coley.

Coley Pharmaceutical Group, Inc. – NEWS RELEASE (June 22nd, 2007)

Wellesley, MA, June 20, 2007 – Coley Pharmaceutical Group, Inc. (Nasdaq: COLY) today announced that its partner Pfizer has discontinued the development program in lung cancer for PF-3512676, an investigational compound, in combination with cytotoxic chemotherapy. This includes two Phase 3 clinical trials and two Phase 2 clinical trials.

Coley Pharmaceutical Group, Inc. – COLEY PHARMACEUTICAL GROUP, INC. AMENDED AND RESTATED 2005 STOCK PLAN (June 15th, 2007)
Coley Pharmaceutical Group, Inc. – NEWS RELEASE (June 11th, 2007)

Wellesley, MA, June 11, 2007 – Coley Pharmaceutical Group, Inc. (Nasdaq: COLY) today announced that it has entered into an agreement with 3M Company (NYSE: MMM) to acquire the majority of their therapeutic Toll-like receptor (TLR) cancer programs. The acquisition includes a pipeline of clinical and preclinical small molecule candidates targeting TLR7 and TLR8, as well an extensive intellectual property estate of more than 200 issued and several hundred pending patents and an extensive library of approximately 10,000 small molecule compounds that stimulate TLR7 and TLR8. Coley anticipates initiating Phase I/II clinical trials in a cancer indication in 2008 with one of the newly-acquired TLR small molecules.

Coley Pharmaceutical Group, Inc. – NEWS RELEASE (May 3rd, 2007)

Wellesley, MA, May 3, 2007 – Coley Pharmaceutical Group, Inc. (Nasdaq: COLY), a biopharmaceutical company discovering and developing a novel class of drug candidates known as TLR Therapeutics™, today reported financial results for the first quarter of 2007.

Coley Pharmaceutical Group, Inc. – NEWS RELEASE (April 17th, 2007)

Wellesley, MA, April 12, 2007 – Coley Pharmaceutical Group, Inc. (Nasdaq: COLY) today announced that Merck & Co., Inc. has licensed Coley’s VaxImmune™ vaccine adjuvant for incorporation into vaccines being developed by Merck for certain infectious diseases and Alzheimer’s disease.

Coley Pharmaceutical Group, Inc. – Lease for Business Premises between GED Grundstücksentwicklungs-Gesellschaft mbH, Henkelstr. 164 40589 Düsseldorf (Turnover Tax No.) 106/5709/2142 - Lessor/GED - and Coley Pharmaceutical GmbH Represented by Elisabeth-Selbert- Straße 9 40764 Langenfeld - Lessee - (March 9th, 2007)

The Life Science Center Düsseldorf, consisting of a technology and founders centre and an office building, pursues the objective of offering young enterprises, established companies, scientific institutions and groups of researchers working in life sciences (*) and their associated technologies (**), also including service companies and institutions, an optimum platform for their further development. The investor, Gründstückgesellschaft Düsseldorf mbH (GED), rents out office and laboratory space in the technology and founders centre to the above mentioned technology-oriented and research and development-intensive user groups and in this way would like to contribute to the future orientation of the economic area of Düsseldorf and to the maintenance and creation of jobs in the high technology sector. The cooperation of the lessees of the technology and founders centre and of the office building with scientific establishments, primarily the Heinrich Heine University in Düsseldorf, also am

Coley Pharmaceutical Group, Inc. – Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act. Amendment #2 To Infectious Diseases License Agreement between SmithKline Beecham plc (now known as Glaxo Group Limited) and Coley Pharmaceutical Group, Inc. (March 9th, 2007)

This Amendment #2 to the Strategic Alliance: License Agreement Infectious Diseases dated December 18, 1998 is made as of July 19, 2006 (the “Effective Date”), by and between COLEY PHARMACEUTICAL GROUP, INC., a Delaware corporation having a place of business at Wellesley Gateway, 93 Worcester Street, Suite 101, Wellesley, Massachusetts 02481 (“Coley”), and GLAXO GROUP LIMITED a British corporation having a place of business at 980 Great West Road, Brentford, Middlesex, TW8 9GS, United Kingdom (hereinafter referred to as “GSK) (each individually a “Party” and collectively the “Parties”).

Coley Pharmaceutical Group, Inc. – NEWS RELEASE (February 15th, 2007)

Wellesley, MA, February 15, 2007 – Coley Pharmaceutical Group, Inc. (Nasdaq: COLY), a biopharmaceutical company discovering and developing a novel class of drug candidates known as TLR Therapeutics™, today reported financial results for the fourth quarter and year ended December 31, 2006. The company also announced its annual corporate objectives and provided full-year 2007 financial guidance.

Coley Pharmaceutical Group, Inc. – NEWS RELEASE (January 22nd, 2007)

Wellesley, MA, January 22, 2007 – Coley Pharmaceutical Group, Inc. (Nasdaq: COLY) today announced that the company has made the strategic decision to suspend the independent development of ACTILON, its product candidate for the treatment of Hepatitis C virus (HCV) infection. Coley will focus its resources towards discovering and developing new TLR Therapeutics™, including its preclinical pipeline of synthetic RNA-based drugs designed to stimulate Toll-like receptors (TLRs) 7 and 8, as well as other synthetic agonists and antagonists targeting TLRs 7, 8 and 9.

Coley Pharmaceutical Group, Inc. – Coley Pharmaceutical Amends Strategic Alliance License Agreement with GlaxoSmithKline for VaxImmune™ Vaccine Adjuvant Change in Exclusivity Provides Coley with Greater Flexibility in Forming Future VaxImmune Partnerships (December 8th, 2006)

Wellesley, MA, December 8, 2006 – Coley Pharmaceutical Group, Inc. (Nasdaq: COLY) today announced that the company has amended its strategic alliance license agreement with GlaxoSmithKline (GSK) for the use of Coley’s VaxImmune™ vaccine adjuvant product in the development of certain infectious disease vaccines. As a result of this amendment, Coley will be able to enter into additional non-exclusive licenses with other vaccine developers for the use of VaxImmune in infectious disease vaccines.

Coley Pharmaceutical Group, Inc. – NEWS RELEASE Contact: Susan Hager Karen L. Bergman or Senior Director, Investor Relations and Corporate Communications Michelle Corral Coley Pharmaceutical Group BCC Partners (US) +1.781.431.9079 +1.650.575.1509 or +1.415.794.8662 shager@coleypharma.com kbergman@bccpartners.com mcorral@bccpartners.com (November 2nd, 2006)

Wellesley, MA, November 2, 2006 – Coley Pharmaceutical Group, Inc. (Nasdaq: COLY), a biopharmaceutical company discovering and developing a novel class of drug candidates known as TLR Therapeutics™, today reported its financial results for the third quarter and nine months ended September 30, 2006.

Coley Pharmaceutical Group, Inc. – NEWS RELEASE Contact: Susan Hager Karen L. Bergman or Senior Director, Investor Relations and Corporate Communications Michelle Corral Coley Pharmaceutical Group BCC Partners (US) +1.781.431.9079 +1.650.575.1509 or +1.415.794.8662 shager@coleypharma.com kbergman@bccpartners.com mcorral@bccpartners.com (August 9th, 2006)

Wellesley, MA, August 9, 2006 – Coley Pharmaceutical Group, Inc. (Nasdaq: COLY), a biopharmaceutical company discovering and developing a novel class of drug candidates known as TLR Therapeutics™, today reported its financial results for the second quarter and six months ended June 30, 2006.

Coley Pharmaceutical Group, Inc. – NEWS RELEASE (May 17th, 2006)

Wellesley, MA, May 17, 2006 - Coley Pharmaceutical Group, Inc. (Nasdaq: COLY) today announced that the U.S. Food and Drug Administration (FDA) has granted Fast Track designation to ACTILON (CPG 10101) for use in treatment-refractory patients chronically infected with the Hepatitis C virus (HCV).

Coley Pharmaceutical Group, Inc. – NEWS RELEASE (May 11th, 2006)

Wellesley, MA, May 11, 2006 — Coley Pharmaceutical Group, Inc. (Nasdaq: COLY), a biopharmaceutical company discovering and developing a novel class of investigational drug candidates known as TLR Therapeutics™, today reported its financial results for the first quarter ended March 31, 2006.

Coley Pharmaceutical Group, Inc. – NEWS RELEASE (May 1st, 2006)

Wellesley, MA, May 1, 2006 - Coley Pharmaceutical Group, Inc. (Nasdaq: COLY) today announced positive four- and twelve-week treatment data from the company’s five-arm Phase Ib clinical study of ACTILON™ (CPG 10101) alone and in combinations with pegylated interferon and/or ribavirin, among treatment-refractory patients chronically infected with Hepatitis C virus (HCV). Results indicate that the combination of ACTILON plus pegylated interferon and ribavirin achieved greater rates of HCV RNA undetectability (defined as less than lower limit of detection of 50 IU/mL) and improved Rapid and Early Virological Responses (RVR and EVR, defined as a greater than 2 log reduction in plasma HCV RNA levels at four and twelve weeks respectively) compared with pegylated interferon and ribavirin alone.

Coley Pharmaceutical Group, Inc. – INDEMNIFICATION AGREEMENT (March 23rd, 2006)

THIS AGREEMENT is made and entered into this      day of                     , 20     by and between COLEY PHARMACEUTICAL GROUP, INC., a Delaware corporation (the “Corporation”), and                              (“Agent”).

Coley Pharmaceutical Group, Inc. – NEWS RELEASE (February 23rd, 2006)

Wellesley, MA, February 23, 2006—Coley Pharmaceutical Group, Inc. (Nasdaq: COLY) today announced the initiation of a randomized Phase II clinical study of Actilon™ (CPG 10101) for the treatment of patients with chronic Hepatitis C infection.

Coley Pharmaceutical Group, Inc. – NEWS RELEASE (February 23rd, 2006)

Wellesley, MA, February 23, 2006—Coley Pharmaceutical Group, Inc. (Nasdaq: COLY), a biopharmaceutical company discovering and developing a novel class of drug candidates known as TLR Therapeutics™, today reported its financial results for the quarter and year ended December 31, 2005. The Company also provided full year 2006 financial guidance.

Coley Pharmaceutical Group, Inc. – NEWS RELEASE (November 29th, 2005)

Wellesley, MA, November 28, 2005—Coley Pharmaceutical Group, Inc. (Nasdaq: COLY) today announced the initiation of two Phase III clinical studies of PF-3512676 (CPG 7909, formerly ProMune™) in first-line non-small cell lung cancer (NSCLC) under the special protocol assessment (“SPA”) procedure of the U.S. Food and Drug Administration.

Coley Pharmaceutical Group, Inc. – NEWS RELEASE (November 16th, 2005)

San Francisco, CA, November 14, 2005—Coley Pharmaceutical Group, Inc. (Nasdaq: COLY), announced results from the company’s Phase Ia and Ib clinical studies of Actilon™ (CPG 10101), Coley’s lead investigational TLR Therapeutic™ for Hepatitis C virus (HCV).

Coley Pharmaceutical Group, Inc. – NEWS RELEASE (November 14th, 2005)

Wellesley, MA, November 10, 2005—Coley Pharmaceutical Group, Inc. (Nasdaq: COLY), a biopharmaceutical company discovering and developing a novel class of drug candidates known as TLR Therapeutics™, today reported its financial results for the third quarter ended September 30, 2005.

Coley Pharmaceutical Group, Inc. – NON-QUALIFIED STOCK OPTION AGREEMENT COLEY PHARMACEUTICAL GROUP, INC. (November 10th, 2005)

AGREEMENT made as of the “Effective Date” set forth in the Notice of Grant of Stock Options and Option Agreement attached as Exhibit A to this Agreement, between Coley Pharmaceutical Group, Inc., a Delaware corporation having a principal place of business at 93 Worcester Street, Suite 101, Wellesley, Massachusetts 02481 (the “Company”), and the individual listed and identified in Exhibit A (the “Participant”).

Coley Pharmaceutical Group, Inc. – INCENTIVE STOCK OPTION AGREEMENT COLEY PHARMACEUTICAL GROUP, INC. (November 10th, 2005)

AGREEMENT made as of the “Effective Date” set forth in the Notice of Grant of Stock Options and Option Agreement attached as Exhibit A to this Agreement, between Coley Pharmaceutical Group, Inc., a Delaware corporation having a principal place of business at 93 Worcester Street, Suite 101, Wellesley, Massachusetts 02481 (the “Company”), and an employee of the Company listed and identified in Exhibit A (the “Employee”).

Coley Pharmaceutical Group, Inc. – NEWS RELEASE (September 27th, 2005)

Wellesley, MA, September 27, 2005 - Coley Pharmaceutical Group, Inc. (Nasdaq: COLY) today announced the initiation of a five-arm Phase Ib clinical study of Actilon™ (CPG 10101) alone and in combination with the current standard of care for the treatment of chronic Hepatitis C virus (HCV).

Coley Pharmaceutical Group, Inc. – RESTATED CERTIFICATE OF INCORPORATION OF COLEY PHARMACEUTICAL GROUP, INC. (Originally incorporated on March 17, 1997 under the name CpG ImmunoPharmaceuticals, Inc.) (July 21st, 2005)

SECOND: The name and address of the Corporation’s registered agent in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle.