LEASENeurogen Corp • November 14th, 1995 • Pharmaceutical preparations • Connecticut
Company FiledNovember 14th, 1995 Industry Jurisdiction
EXHIBIT 10.2 CONFIDENTIAL TREATMENT REQUESTED STOCK PURCHASE AGREEMENT ------------------------ THIS STOCK PURCHASE AGREEMENT is made as of the 25th day of November, 1996, by and between Neurogen Corporation, a Delaware corporation (the "Company"),...Stock Purchase Agreement • March 31st, 1997 • Neurogen Corp • Pharmaceutical preparations • New Jersey
Contract Type FiledMarch 31st, 1997 Company Industry Jurisdiction
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2009 • Neurogen Corp • Pharmaceutical preparations • Connecticut
Contract Type FiledMarch 31st, 2009 Company Industry JurisdictionThis 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”).
TECHNOLOGY ACQUISITION AGREEMENT This TECHNOLOGY ACQUISITION AGREEMENT is entered into as of June 15, 1999 by and between PFIZER INC, a Delaware corporation, having an office at 235 East 42nd Street, New York, New York 10017 and its Affiliates...Technology Acquisition Agreement • August 16th, 1999 • Neurogen Corp • Pharmaceutical preparations • Delaware
Contract Type FiledAugust 16th, 1999 Company Industry Jurisdiction
NEUROGEN CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2008 • Neurogen Corp • Pharmaceutical preparations • New York
Contract Type FiledApril 11th, 2008 Company Industry JurisdictionThis 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 AGREEMENTContingent Value Rights Agreement • December 24th, 2009 • Neurogen Corp • Pharmaceutical preparations • Delaware
Contract Type FiledDecember 24th, 2009 Company Industry JurisdictionTHIS 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 AGREEMENTContingent Value Rights Agreement • December 24th, 2009 • Neurogen Corp • Pharmaceutical preparations • Delaware
Contract Type FiledDecember 24th, 2009 Company Industry JurisdictionTHIS 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 AGREEMENTContingent Value Rights Agreement • December 24th, 2009 • Neurogen Corp • Pharmaceutical preparations • Delaware
Contract Type FiledDecember 24th, 2009 Company Industry JurisdictionTHIS 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 AGREEMENTSecurities Purchase Agreement • April 11th, 2008 • Neurogen Corp • Pharmaceutical preparations • New York
Contract Type FiledApril 11th, 2008 Company Industry JurisdictionThis 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 AGREEMENTContingent Value Rights Agreement • December 24th, 2009 • Neurogen Corp • Pharmaceutical preparations • Delaware
Contract Type FiledDecember 24th, 2009 Company Industry JurisdictionTHIS 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 PLANRestricted Share Award Agreement • December 20th, 2004 • Neurogen Corp • Pharmaceutical preparations • Delaware
Contract Type FiledDecember 20th, 2004 Company Industry JurisdictionTHIS 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 AGREEMENTPurchase Agreement • December 19th, 2006 • Neurogen Corp • Pharmaceutical preparations • New York
Contract Type FiledDecember 19th, 2006 Company Industry JurisdictionNeurogen 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 CorporationNeurogen Corp • August 24th, 2009 • Pharmaceutical preparations • New York
Company FiledAugust 24th, 2009 Industry JurisdictionReference 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 PLANNon-Qualified Stock Option Agreement • December 20th, 2004 • Neurogen Corp • Pharmaceutical preparations • Delaware
Contract Type FiledDecember 20th, 2004 Company Industry JurisdictionTHIS 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
ContractAgreement and Plan of Merger • December 17th, 2009 • Neurogen Corp • Pharmaceutical preparations
Contract Type FiledDecember 17th, 2009 Company Industry
STOCK PURCHASE AGREEMENT between NEUROGEN CORPORATION and MERCK SHARP & DOHME LIMITED and MERCK & CO., INC. Dated as of November 24, 2003Stock Purchase Agreement • March 15th, 2004 • Neurogen Corp • Pharmaceutical preparations • New York
Contract Type FiledMarch 15th, 2004 Company Industry Jurisdiction
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, 2004Securities Purchase Agreement • March 29th, 2004 • Neurogen Corp • Pharmaceutical preparations • New York
Contract Type FiledMarch 29th, 2004 Company Industry JurisdictionNeurogen 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:
AGREEMENTAgreement • April 28th, 2004 • Neurogen Corp • Pharmaceutical preparations
Contract Type FiledApril 28th, 2004 Company IndustryIn 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 PROGRAMNon-Qualified Stock Option Agreement • December 20th, 2004 • Neurogen Corp • Pharmaceutical preparations • Delaware
Contract Type FiledDecember 20th, 2004 Company Industry JurisdictionTHIS 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
AGREEMENT AND PLAN OF MERGER by and among: Ligand Pharmaceuticals Incorporated, a Delaware corporation; Neon Signal, LLC, a Delaware limited liability company; and Neurogen Corporation, a Delaware corporation Dated as of August 23, 2009Rights Agreement • August 24th, 2009 • Neurogen Corp • Pharmaceutical preparations • Delaware
Contract Type FiledAugust 24th, 2009 Company Industry Jurisdiction
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • March 15th, 2007 • Neurogen Corp • Pharmaceutical preparations • Connecticut
Contract Type FiledMarch 15th, 2007 Company Industry JurisdictionNeurogen 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 AGREEMENTTerm Extention And • October 4th, 2006 • Neurogen Corp • Pharmaceutical preparations
Contract Type FiledOctober 4th, 2006 Company IndustryThis 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”).
RESEARCH COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • March 15th, 2004 • Neurogen Corp • Pharmaceutical preparations • New York
Contract Type FiledMarch 15th, 2004 Company Industry JurisdictionTHIS 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 AGREEMENTLicense Agreement • March 15th, 2007 • Neurogen Corp • Pharmaceutical preparations • Delaware
Contract Type FiledMarch 15th, 2007 Company Industry JurisdictionTHIS 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 AGREEMENTEmployment Agreement • June 30th, 2005 • Neurogen Corp • Pharmaceutical preparations • Connecticut
Contract Type FiledJune 30th, 2005 Company Industry JurisdictionThis 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").
AGREEMENTAgreement • March 31st, 1997 • Neurogen Corp • Pharmaceutical preparations • New York
Contract Type FiledMarch 31st, 1997 Company Industry Jurisdiction
INCENTIVE STOCK OPTION AGREEMENT pursuant to the AMENDED AND RESTATED NEUROGEN CORPORATION 2001 STOCK OPTION PLANIncentive Stock Option Agreement • December 20th, 2004 • Neurogen Corp • Pharmaceutical preparations • Delaware
Contract Type FiledDecember 20th, 2004 Company Industry JurisdictionTHIS 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
AGREEMENTAgreement • July 9th, 2004 • Neurogen Corp • Pharmaceutical preparations
Contract Type FiledJuly 9th, 2004 Company IndustryIn 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.