0001193125-05-145721 Sample Contracts

LICENSE AGREEMENT Among COLEY PHARMACEUTICAL GROUP, INC. COLEY PHARMACEUTICAL GROUP, LTD. COLEY PHARMACEUTICAL GmbH and PFIZER INC.
License Agreement • July 21st, 2005 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations • New York

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

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COLEY PHARMACEUTICAL GROUP, INC. Restated and Amended Change of Control and Severance Agreement
Coley Pharmaceutical Group, Inc. • July 21st, 2005 • Pharmaceutical preparations • Massachusetts

This Restated and Amended Change of Control and Severance Agreement, effective as of is entered into by and between Coley Pharmaceutical Group, Inc., a Delaware corporation (the “Company”), with its principal offices located at 93 Worcester Street, Suite 101, Wellesley, Massachusetts 02481, and (the “Executive”).

COLEY PHARMACEUTICAL GROUP, INC. Suite 101 Wellesley, MA 02481 July 8, 2005
Coley Pharmaceutical Group, Inc. • July 21st, 2005 • Pharmaceutical preparations • Massachusetts

This letter is to confirm our understanding with respect to your continued employment by Coley Pharmaceutical Group, Inc. (the “Company”) and amends and supersedes the letter agreement between you and CpG ImmunoPharmaceuticals, Inc. dated May 6, 1998, as amended by Amendment No. 1 to the Bratzler Letter Agreement dated November 14, 2000 (collectively, “Former Agreement”). The terms and conditions agreed to in this letter shall hereinafter be referred to as the “Agreement”. In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we agree as follows:

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