0000930661-03-001873 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 24th, 2003 • Sirna Therapeutics Inc • Pharmaceutical preparations • Delaware

This Indemnification Agreement (the “Agreement”) is entered into as of the 18th day of April, 2003, by and among Ribozyme Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the indemnitees listed on the signature pages hereto (each an “Indemnitee” and collectively, the “Indemnitees”).

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NON-COMPETITION and NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • April 24th, 2003 • Sirna Therapeutics Inc • Pharmaceutical preparations • Colorado

This Non-Competition and Non-Solicitation Agreement (this “Agreement”) is entered into as of February 11, 2003, by and among Ribozyme Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Marvin Tancer, an individual (“Employee”).

Mr. Marvin Tancer Boulder, CO 80304 Dear Marvin:
Sirna Therapeutics Inc • April 24th, 2003 • Pharmaceutical preparations • Colorado

This letter shall serve to amend and restate the terms of employment offered to you by Ribozyme Pharmaceuticals, Inc. (the “Company”) and acknowledge your acceptance of the employment on such terms as detailed below. This letter is being entered into in connection with the proposed private venture capital financing in the approximate amount of $45 million for the Company (the “Financing”), and shall become effective upon the closing of the Financing and the transactions contemplated thereby (the “Effective Time”). Until the Effective Time, your current employment letter agreement dated May 29, 2001, as amended on July 15, 2001 (collectively, the “Current Agreement”) shall remain in full force and effect.

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