0001193125-07-242063 Sample Contracts

Contract
Employment Agreement • November 9th, 2007 • Curagen Corp • Services-commercial physical & biological research • Connecticut

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) entered into as of September 19, 2007 between CuraGen Corporation, a corporation organized under the laws of the State of Delaware, with its principal place of business at 322 East Main Street, Branford, Connecticut (the “Company”), and Timothy M. Shannon, M.D. (“Executive”) amends and restates the Employment Agreement originally dated as of September 9, 2002 and amended thereafter, to provide for the continued employment of Executive.

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CURAGEN CORPORATION Nonstatutory Stock Option Agreement Granted Under 2007 Stock Incentive Plan
Stock Option Agreement • November 9th, 2007 • Curagen Corp • Services-commercial physical & biological research
INDEMNITY AGREEMENT
Indemnity Agreement • November 9th, 2007 • Curagen Corp • Services-commercial physical & biological research • Connecticut

This INDEMNITY AGREEMENT is entered into as of August 1, 2007 (this “Agreement”), by and between 454 LIFE SCIENCES CORPORATION, a Connecticut stock corporation (“454”), and CURAGEN CORPORATION (“CuraGen”).

ASSIGNMENT AND ASSUMPTION OF LEASE WITH LANDLORD’S CONSENT AND RELEASE
Assignment and Assumption of Lease • November 9th, 2007 • Curagen Corp • Services-commercial physical & biological research

This ASSIGNMENT AND ASSUMPTION OF LEASE WITH LANDLORD’S CONSENT AND RELEASE (“Agreement”) made and entered into as of August 1, 2007, by and among ZFI GROUP, LLC, having a place of business at 182 Cedar Street, Branford, CT 06405 (hereinafter known as “Landlord”), CURAGEN CORPORATION, a Connecticut corporation, having a place of business at 322 East Main Street, Branford, Connecticut 06405 (hereinafter known as “Assignor”) and 454 LIFE SCIENCES CORPORATION, a Delaware Corporation, having a place of business at 16 Commercial Street, Branford, Connecticut 06405 (hereinafter known as “Assignee”).

CURAGEN CORPORATION Restricted Stock Agreement
Restricted Stock Agreement • November 9th, 2007 • Curagen Corp • Services-commercial physical & biological research • Delaware

CuraGen Corporation (the “Company”) has selected you to receive the restricted stock award described above, which is subject to the provisions of the Company’s 2007 Stock Incentive Plan (the “Plan”) and the terms and conditions contained in this Restricted Stock Agreement. Please confirm your acceptance of this restricted stock award and of the terms and conditions of this Agreement by signing a copy of this Agreement where indicated below.

Transition And Severance Agreement
Transition Agreement • November 9th, 2007 • Curagen Corp • Services-commercial physical & biological research • Connecticut

This Transition Agreement made as of this 19th day of September 2007 by and between CuraGen Corporation (“CuraGen” or “Company”) and Frank M. Armstrong, MD (“Dr. Armstrong”).

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