Neurogen Corp Sample Contracts

LEASE
Neurogen Corp • November 14th, 1995 • Pharmaceutical preparations • Connecticut
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EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2009 • Neurogen Corp • Pharmaceutical preparations • Connecticut

This EMPLOYMENT AGREEMENT, effective as of March 27, 2009 (the “Commencement Date”), is made by and between Neurogen Corporation, a Delaware corporation (the “Company”) with offices at 45 Northeast Industrial Road, Branford, Connecticut 06405, and Dr. Kenneth Sprenger, who currently resides in Branford, Connecticut (the “Employee”).

NEUROGEN CORPORATION REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 11th, 2008 • Neurogen Corp • Pharmaceutical preparations • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 7, 2008, by and among Neurogen Corporation, a Delaware corporation (the “Company”) and each person listed on Exhibit A attached hereto (collectively, the “Investors” and each individually, an “Investor”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 9(q) herein.

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • December 24th, 2009 • Neurogen Corp • Pharmaceutical preparations • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of December 23, 2009 (this “Agreement”, is entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Buyer”), Neurogen Corporation, a Delaware corporation (“Target”), and Registrar and Transfer Company, a New Jersey corporation, as Rights Agent (the “Rights Agent”) and as initial Merck CVR Registrar (as defined herein).

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • December 24th, 2009 • Neurogen Corp • Pharmaceutical preparations • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of December 23, 2009 (this “Agreement”, is entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Buyer”), Neurogen Corporation, a Delaware corporation (“Target”), and Registrar and Transfer Company, a New Jersey corporation, as Rights Agent (the “Rights Agent”) and as initial Aplindore CVR Registrar (as defined herein).

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • December 24th, 2009 • Neurogen Corp • Pharmaceutical preparations • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of December 23, 2009 (this “Agreement”, is entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Buyer”), Neurogen Corporation, a Delaware corporation (“Target”), and Registrar and Transfer Company, a New Jersey corporation, as Rights Agent (the “Rights Agent”) and as initial H3 CVR Registrar (as defined herein).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 11th, 2008 • Neurogen Corp • Pharmaceutical preparations • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 7, 2008, by and between Neurogen Corporation, a Delaware corporation (the “Company”), and the several purchasers identified in the attached Exhibit A (individually, a “Purchaser” and collectively, the “Purchasers”).

CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • December 24th, 2009 • Neurogen Corp • Pharmaceutical preparations • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of December 23, 2009 (this “Agreement”, is entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Buyer”), Neurogen Corporation, a Delaware corporation (“Target”), and Registrar and Transfer Company, a New Jersey corporation, as Rights Agent (the “Rights Agent”) and as initial Real Estate CVR Registrar (as defined herein).

RESTRICTED SHARE AWARD AGREEMENT pursuant to the AMENDED AND RESTATED NEUROGEN CORPORATION 2001 STOCK OPTION PLAN
Restricted Share Award Agreement • December 20th, 2004 • Neurogen Corp • Pharmaceutical preparations • Delaware

THIS AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Neurogen Corporation, a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Amended and Restated Neurogen Corporation 2001 Stock Option Plan as in effect and as amended from time to time (the “Plan”); and

NEUROGEN CORPORATION (a Delaware Corporation) 6,993,000 Shares of Common Stock (Par Value $0.025 Per Share) PLACEMENT AGENCY AGREEMENT
Purchase Agreement • December 19th, 2006 • Neurogen Corp • Pharmaceutical preparations • New York

Neurogen Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to issue and sell 6,993,000 shares of common stock, par value $0.025 per share, of the Company (the “Securities”) directly to certain investors (collectively, the “Investors”).

Neurogen Corporation
Neurogen Corp • August 24th, 2009 • Pharmaceutical preparations • New York

Reference is hereby made to the Agreement and Plan of Merger entered into among Neurogen Corporation, a Delaware corporation (the “Company”), Ligand Pharmaceuticals, Incorporated, a Delaware corporation (“Ligand”), and a Delaware limited liability company wholly owned by Ligand, dated as of August 23, 2009 (the “Merger Agreement”). The undersigned (“Optionee”), in his or her capacity as a director of the Company, has previously been granted options to purchase the number of shares of common stock, par value $0.025 per share, of the Company (the “Options”) set forth on Exhibit A attached hereto under the Neurogen Corporation 1993 Omnibus Incentive Plan, the Neurogen Corporation 1993 Non-Employee Director Stock Option Program, the Neurogen Corporation 2000 Non-Employee Directors Stock Option Program and the Company’s September 25, 2000 Special Committee Stock Option Grant (collectively, the “Director Stock Option Program”).

NON-QUALIFIED STOCK OPTION AGREEMENT pursuant to the AMENDED AND RESTATED NEUROGEN CORPORATION 2001 STOCK OPTION PLAN
Non-Qualified Stock Option Agreement • December 20th, 2004 • Neurogen Corp • Pharmaceutical preparations • Delaware

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Neurogen Corporation, a Delaware corporation (the “Company”), and the Optionee specified above, pursuant to the Amended and Restated Neurogen Corporation 2001 Stock Option Plan, as in effect and as amended from time to time (the “Plan”); and

Contract
Agreement and Plan of Merger • December 17th, 2009 • Neurogen Corp • Pharmaceutical preparations
STOCK PURCHASE AGREEMENT between NEUROGEN CORPORATION and MERCK SHARP & DOHME LIMITED and MERCK & CO., INC. Dated as of November 24, 2003
Stock Purchase Agreement • March 15th, 2004 • Neurogen Corp • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT by and between The Investors Listed on the Signature Pages Hereto and Neurogen Corporation March 19, 2004 NEUROGEN CORPORATION SECURITIES PURCHASE AGREEMENT Dated as of March 19, 2004
Securities Purchase Agreement • March 29th, 2004 • Neurogen Corp • Pharmaceutical preparations • New York

Neurogen Corporation, a Delaware corporation (the "Company"), hereby agrees with each of the investors (each an "Investor" and collectively, the "Investors") listed on the signature pages to this Securities Purchase Agreement, dated as of March 19, 2004 (this "Agreement"), as follows:

AGREEMENT
Agreement • April 28th, 2004 • Neurogen Corp • Pharmaceutical preparations

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13D relating to the Common Stock, par value $0.025 per share, of Neurogen Corporation being filed with the Securities and Exchange Commission on behalf of each of them.

NON-QUALIFIED STOCK OPTION AGREEMENT pursuant to the NEUROGEN CORPORATION 2000 NON-EMPLOYEE DIRECTORS STOCK OPTION PROGRAM
Non-Qualified Stock Option Agreement • December 20th, 2004 • Neurogen Corp • Pharmaceutical preparations • Delaware

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Neurogen Corporation, a Delaware corporation (the “Company”), and the Optionee specified above, pursuant to the Neurogen Corporation 2000 Non-Employee Directors Stock Option Program as in effect and as amended from time to time (the “Program”); and

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • March 15th, 2007 • Neurogen Corp • Pharmaceutical preparations • Connecticut

Neurogen Corporation (Company) and I, Charlie Ritrovato (Employee), have entered into this Separation Agreement and General Release (Release) to settle all issues between us relating in any way to my employment and termination of my employment with the Company. Except to the extent governed by federal law, this Release shall be governed by the statutes and common law of Connecticut, excluding any that mandate the use of another jurisdiction’s laws. This Release does not release any claims that I cannot lawfully release.

TERM EXTENTION AND SECOND AMENDMENT TO RESEARCH COLLABORATION AND LICENSE AGREEMENT
Term Extention And • October 4th, 2006 • Neurogen Corp • Pharmaceutical preparations

This Term Extension and Second Amendment to Research Collaboration and License Agreement (the “Term Extension and Second Amendment”) is effective as of September 29, 2006 between MERCK SHARP & DOHME LIMITED, whose registered office is at Hertford Road, Hoddesdon, Hertfordshire, EN11 9BU, United kingdom (“MSD”) and NEUROGEN CORPORATION, a Delaware corporation with offices located at 35 Northeast Industrial Road, Branford, CT 06405 (“NEUROGEN”).

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RESEARCH COLLABORATION AND LICENSE AGREEMENT
Collaboration and License Agreement • March 15th, 2004 • Neurogen Corp • Pharmaceutical preparations • New York

THIS RESEARCH COLLABORATION AND LICENSE AGREEMENT (the "Agreement") is effective as of November 24, 2003 (the "Execution Date"), between MERCK SHARP & DOHME LIMITED, whose registered office is at Hertford Road, Hoddesdon, Hertfordshire, EN11 9BU, United Kingdom ("MSD"), NEUROGEN CORPORATION, a Delaware corporation with offices located at 35 NE Industrial Rd., Branford, CT ("NEUROGEN"), and, for purposes of Section 11.16, Merck & Co., Inc., a New Jersey corporation with offices located at One Merck Drive, Whitehouse Station, NJ ("MERCK").

LICENSE AGREEMENT
License Agreement • March 15th, 2007 • Neurogen Corp • Pharmaceutical preparations • Delaware

THIS LICENSE AGREEMENT (the “Agreement”) is effective as of November 22, 2006 (the “Effective Date”), between WYETH, acting through its Wyeth Pharmaceuticals division, a Delaware corporation with offices located at 500 Arcola Road, Collegeville, PA 19426 (“WYETH”), and NEUROGEN CORPORATION, a Delaware corporation with offices located at 35 NE Industrial Rd., Branford, CT 06405 (“NEUROGEN”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 30th, 2005 • Neurogen Corp • Pharmaceutical preparations • Connecticut

This EMPLOYMENT AGREEMENT, effective as of June 27, 2005, is made by and between Neurogen Corporation, a Delaware corporation (the "Company"), with offices at 35 Northeast Industrial Road, Branford, Connecticut 06405, and Dr. Stephen Uden, who currently resides at 35 Sunset Hill Road, Salem CT 06420 (the "Employee").

AGREEMENT
Agreement • March 31st, 1997 • Neurogen Corp • Pharmaceutical preparations • New York
INCENTIVE STOCK OPTION AGREEMENT pursuant to the AMENDED AND RESTATED NEUROGEN CORPORATION 2001 STOCK OPTION PLAN
Incentive Stock Option Agreement • December 20th, 2004 • Neurogen Corp • Pharmaceutical preparations • Delaware

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Neurogen Corporation, a Delaware corporation (the “Company”), and the Optionee specified above, pursuant to the Amended and Restated Neurogen Corporation 2001 Stock Option Plan, as in effect and as amended from time to time (the “Plan”); and

AGREEMENT
Agreement • July 9th, 2004 • Neurogen Corp • Pharmaceutical preparations

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13D relating to the Common Stock, $0.025 par value, of Neurogen Corporation is being filed with the Securities and Exchange Commission on behalf of each of them.

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