0000849043-08-000034 Sample Contracts

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.

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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”).

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