0001047469-03-039460 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • December 4th, 2003 • Corgentech Inc • Delaware

THIS AGREEMENT is made and entered into this day of , 2003 by and between CORGENTECH INC., a Delaware corporation (the "Corporation"), and ("Agent").

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OFFICE LEASE 601 GATEWAY BOULEVARD GATEWAY CENTER, LLC, a California limited liability company as Landlord, and CABER CORPORATION, a Delaware corporation as Tenant.
Office Lease • December 4th, 2003 • Corgentech Inc • California

This Office Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between GATEWAY CENTER, LLC, a California limited liability company ("Landlord"), and CABER CORPORATION, a Delaware corporation ("Tenant").

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • December 4th, 2003 • Corgentech Inc • California

THIS STOCK PLEDGE AGREEMENT ("Pledge Agreement") is made by Leslie McEvoy ("Pledgor"), in favor of Corgentech Inc., a Delaware corporation with its principal place of business at 1651 Page Mill Road, Palo Alto, CA 94304 ("Pledgee").

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • December 4th, 2003 • Corgentech Inc • California

THIS STOCK PLEDGE AGREEMENT ("Pledge Agreement") is made by JAMES HUANG, an individual ("Pledgor"), in favor of CORGENTECH INC., a Delaware corporation, with its principal place of business at 1651 Page Mill Road, Palo Alto, California 94304 ("Pledgee").

MASTER SECURITY AGREEMENT dated as of February 3, 2003 ("Agreement")
Master Security Agreement • December 4th, 2003 • Corgentech Inc

THIS AGREEMENT is between GENERAL ELECTRIC CAPITAL CORPORATION (together with its successors and assigns, if any, "Secured Party") and CORGENTECH, INC. ("Debtor"). Secured Party has an office at 401 Merritt 7 Suite 23, Norwalk, CT 06851-1177. Debtor is a corporation organized and existing under the laws of the state of Delaware ("the State"). Debtor's mailing address and chief place of business is 1651 Page Mill Rd, Palo Alto, CA 94304.

RESTATED AND AMENDED LICENSE AGREEMENT (BWH #A5288)
And Amended License Agreement • December 4th, 2003 • Corgentech Inc • Massachusetts

Effective as of January 1, 1999 ("Effective Date"), The Brigham and Women's Hospital, Inc., a Massachusetts non-profit organization having a business address at 75 Francis Street, Boston, MA 02115 ("BWH") and Corgentech Inc., a Delaware corporation having a primary place of business at Suite 460, 601 Gateway Boulevard, South San Francisco, California 94080, ("LICENSEE"), agree as follows:

TERMINATION OF PREEMPTIVE RIGHTS AND REGISTRATION RIGHTS AGREEMENT
Preemptive Rights and Registration Rights Agreement • December 4th, 2003 • Corgentech Inc • California

This TERMINATION OF PREEMPTIVE RIGHTS AND REGISTRATION RIGHTS AGREEMENT (the "Termination Agreement") is entered into as of May 17, 2002, by and between CORGENTECH INC., a Delaware corporation (the "Company") and John McLaughlin (the "Executive").

RESTATED AND AMENDED EXCLUSIVE LICENSE AGREEMENT
And Amended Exclusive License Agreement • December 4th, 2003 • Corgentech Inc • California

Effective as of January 1, 1999 ("Effective Date"), THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California ("STANFORD") and Corgentech Inc., a Delaware corporation have a primary place of business at Suite 460, 601 Gateway Boulevard, South San Francisco, California 94080, ("LICENSEE"), agree as follows:

SUBLEASE
Corgentech Inc • December 4th, 2003
SUBLEASE AGREEMENT
Sublease Agreement • December 4th, 2003 • Corgentech Inc

THIS SUBLEASE AGREEMENT (this "Sublease") is entered into by and between COULTER PHARMACEUTICAL, INC., a Delaware corporation ("Sublessor"), and CORGENTECH, INC., a Delaware corporation ("Sublessee"), as of May 15, 2003. Sublessor and Sublessee hereby agree as follows:

SECOND AMENDMENT TO LEASE AGREEMENT
Lease Agreement • December 4th, 2003 • Corgentech Inc • California

THIS LEASE AGREEMENT is made and entered into by and between Landlord and Tenant on the Lease Date. The defined terms used in this Lease which are defined in the Basic Lease Information attached to this Lease Agreement ("Basic Lease Information") shall have the meaning and definition given them in the Basic Lease Information. The Basic Lease Information, the exhibits, the addendum or addenda described in the Basic Lease Information, and this Lease Agreement are and shall be construed as a single instrument and are referred to herein as the "Lease."

CORGENTECH INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • December 4th, 2003 • Corgentech Inc • California

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the "Agreement") is entered into as of the 10th day of October, 2003, by and among CORGENTECH INC., a Delaware corporation (the "Company") and the investors listed on EXHIBIT A hereto, referred to hereinafter as the "Investors" and each individually as an "Investor."

COLLABORATION AGREEMENT BY AND BETWEEN BRISTOL-MYERS SQUIBB COMPANY AND CORGENTECH INC.
Collaboration Agreement • December 4th, 2003 • Corgentech Inc • New York

THIS COLLABORATION AGREEMENT (the "Agreement") is made by and between CORGENTECH INC., a Delaware corporation having its principal place of business at 650 Gateway Boulevard, South San Francisco, CA 94080 ("Corgentech") and BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation headquartered at 345 Park Avenue, New York, New York 10154 ("BMS"), effective as of the date signed by the last Party to sign below (the "Effective Date"). Corgentech and BMS are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

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