CURAGEN CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2004 • Curagen Corp • Services-commercial physical & biological research • New York
CuraGen Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the initial purchaser named in the purchase agreement (the “Initial Purchaser”), upon the terms set forth in such purchase agreement dated February 10, 2004 (the “Purchase Agreement”), its 4.0% Convertible Subordinated Notes due 2011 (the “Securities”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchaser thereunder, the Company agrees with the Initial Purchaser for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
CuraGen Corporation PURCHASE AGREEMENTPurchase Agreement • March 11th, 2004 • Curagen Corp • Services-commercial physical & biological research • New York
CuraGen Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with you (the “Initial Purchaser”), as set forth below.
AMENDED AND RESTATED TECHNOLOGY TRANSFER AND LICENSE AGREEMENT by and between CURAGEN CORPORATION and 454 CORPORATION June 24, 2003Technology Transfer and License • March 11th, 2004 • Curagen Corp • Services-commercial physical & biological research • Connecticut
THIS AMENDED AND RESTATED TECHNOLOGY TRANSFER AND LICENSE AGREEMENT (this “Agreement”) is dated as of June 24, 2003 (the “Restated Effective Date”) and is made by and between CuraGen Corporation, a Delaware corporation (“CuraGen”), and 454 Corporation, a Delaware corporation (“454”).
LICENSE AGREEMENTLicense Agreement • March 11th, 2004 • Curagen Corp • Services-commercial physical & biological research • Massachusetts
This License Agreement (this “Agreement”) is made effective as of 18 August, 2003 (the “Effective Date”) by and between Pyrosequencing AB (publ), a corporation existing under the laws of Sweden, having its registered office at Vallongatan 1, SE-752 28 Uppsala, Sweden (“Licensor”), and 454 Corporation, a Delaware corporation with a principal place of business at 20 Commercial Street, Branford, Connecticut, USA 06405 (“Licensee”). Licensor and Licensee are each hereafter referred to individually as a “Party” and together as the “Parties”.
To: Personnel File From: Timothy M. Shannon, Senior VP of R&D and CMO Date: October 31, 2003 Re: Addendum to Employment AgreementInteroffice Memorandum • March 11th, 2004 • Curagen Corp • Services-commercial physical & biological research
I, Timothy M. Shannon, (“the Executive”) signed an Employment Agreement (“the Agreement”) with my employer, CuraGen Corporation (“the Company”), on or about October 24, 2002. The Agreement provides that it shall be renewed on an annual basis unless either the Company or the Executive notifies the other party of his/her/its intent not to renew the Agreement on or before October 31 (Section 2A. Term).
To: Personnel File From: Christopher K. McLeod, EVP Date: October 31, 2003 Re: Addendum to Employment AgreementEmployment Agreement • March 11th, 2004 • Curagen Corp • Services-commercial physical & biological research
I, Christopher K. McLeod, (“the Executive”) signed an Employment Agreement (“the Agreement”) with my employer, CuraGen Corporation (“the Company”), on or about April 1, 2002. The Agreement provides that it shall be renewed on an annual basis unless either the Company or the Executive notifies the other party of his/her/its intent not to renew the Agreement on or before October 31 (Section 2A. Term).
PURCHASE AGREEMENTPurchase Agreement • March 11th, 2004 • Curagen Corp • Services-commercial physical & biological research • Delaware
PURCHASE AGREEMENT dated as of June 5, 2000, among 454 Corporation, a Delaware corporation (the “Company”), CuraGen Corporation (“CuraGen”) and the several purchasers named in the attached Schedule 1 and Schedule 1-A (individually a “Purchaser” and collectively the “Purchasers”).
To: Personnel File From: David M. Wurzer, CFO & Executive Vice-President Date: October 31, 2003 Re: Addendum to Employment AgreementInteroffice Memorandum • March 11th, 2004 • Curagen Corp • Services-commercial physical & biological research
I, David M. Wurzer, (“the Executive”) signed an Employment Agreement (“the Agreement”) with my employer, CuraGen Corporation (“the Company”), on or about April 1, 2002. The Agreement provides that it shall be renewed on an annual basis unless either the Company or the Executive notifies the other party of his/her/its intent not to renew the Agreement on or before October 31 (Section 2A. Term).
To: Personnel File From: Richard F. Begley, CEO Date: October 31, 2003 Re: Addendum to Employment AgreementCuragen Corp • March 11th, 2004 • Services-commercial physical & biological research
I, Richard F. Begley, (“the Executive”) signed an Employment Agreement (“the Agreement”) with my employer, 454 Life Sciences Corporation (“the Company”), on or about December 20, 2002. The Agreement provides that it shall be renewed on an annual basis unless either the Company or the Executive notifies the other party of his/her/its intent not to renew the Agreement on or before October 31 (Section 2A. Term).
LEASE AGREEMENT - Between – CURAGEN CORPORATION (Tenant) - And – ZFI GROUP, LLC (Landlord)Lease Agreement • March 11th, 2004 • Curagen Corp • Services-commercial physical & biological research • Connecticut
LEASE AGREEMENT made and entered into as of January 12, 2004, between ZFI Group, LLC (hereinafter known as “Landlord”), whose principal place of business is 105 North Main Street, Branford, Connecticut 06405, and CuraGen Corporation (hereinafter known as “Tenant”) whose principal place of business is 555 Long Wharf Drive, 11th Floor, New Haven, Connecticut 06511.
GRAPHIC] 555 Long Wharf Drive, 11th Floor New Haven, CT 06511 Phone (203) 401-3330 Fax (203) 401-3333Curagen Corp • March 11th, 2004 • Services-commercial physical & biological research
Reference is hereby made to the Pharmacogenomics Agreement dated January 12, 2001 between Bayer Corporation and CuraGen Corporation, as amended to date (as so amended, the “Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement.
PURCHASE AGREEMENTPurchase Agreement • March 11th, 2004 • Curagen Corp • Services-commercial physical & biological research • Delaware
PURCHASE AGREEMENT dated as of September 18, 2003, among 454 Corporation, a Delaware corporation (the “Company”), CuraGen Corporation (“CuraGen”) and the several purchasers named in the attached Schedule 1 (individually a “Purchaser” and collectively the “Purchasers”).
To: Personnel File From: Jonathan M. Rothberg, CEO and President Date: October 31, 2003 Re: Addendum to Employment AgreementCuragen Corp • March 11th, 2004 • Services-commercial physical & biological research
I, Jonathan M. Rothberg, (“the Executive”) signed an Employment Agreement (“the Agreement”) with my employer, CuraGen Corporation (“the Company”), on or about April 1, 2002. The Agreement provides that it shall be renewed on an annual basis unless either the Company or the Executive notifies the other party of his/her/its intent not to renew the Agreement on or before October 31 (Section 2A. Term).
