AGREEMENTSeverance Agreement • March 26th, 1999 • Curagen Corp • Services-commercial physical & biological research • Delaware
Exhibit 1.1 ----------- 4,800,000 SHARES CURAGEN CORPORATION COMMON STOCK, $.01 PAR VALUE UNDERWRITING AGREEMENT November 15, 2000 November 15, 2000 Morgan Stanley & Co. Incorporated Lehman Brothers Inc. Dain Rauscher Wessels Bear, Stearns & Co. Inc....Underwriting Agreement • November 16th, 2000 • Curagen Corp • Services-commercial physical & biological research • New York
EXHIBIT 10.26 STOCK PURCHASE AGREEMENT dated as of January 12, 2001 by and betweenStock Purchase Agreement • March 28th, 2001 • Curagen Corp • Services-commercial physical & biological research • Delaware
L E A S E ---------Lease • August 12th, 1998 • Curagen Corp • Services-commercial physical & biological research
Exhibit 4.1 INDENTURE betweenIndenture • March 17th, 2000 • Curagen Corp • Services-commercial physical & biological research • New York
Exhibit 10.15 CuraGen Corporation has omitted from this Exhibit 10.15 portions of the Agreement for which CuraGen Corporation has requested confidential treatment from the Securities and Exchange Commission. The portions of the Agreement for which...Confidentiality Agreement • November 6th, 1997 • Curagen Corp • Services-commercial physical & biological research
EXHIBIT 10.32 THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of March 4, 2002 between CuraGen Corporation, a corporation organized under the laws of the State of Delaware, with its principal place of business at 555 Long Wharf...Employment Agreement • April 1st, 2002 • Curagen Corp • Services-commercial physical & biological research • Connecticut
BETWEENCollaborative Research and License Agreement • March 13th, 1998 • Curagen Corp • Services-commercial physical & biological research • Connecticut
FROM CD-451 U.S. DEPARTMENT OF COMMERCE [_] GRANT [X] COOPERATIVE (REV.10-93) AGREEMENT DAO 203-26 ------------------------------------------ AMENDMENT TO FINANCIAL ASSISTANCE AWARD ACCOUNTING CODE **SEE BELOW ------------------------...Cooperative Agreement • November 6th, 1997 • Curagen Corp • Services-commercial physical & biological research
Exhibit 4.2Resale Registration Rights Agreement • March 17th, 2000 • Curagen Corp • Services-commercial physical & biological research • New York
4,000,000 Shares of Common Stock CURAGEN CORPORATION UNDERWRITING AGREEMENT August 9, 2005Underwriting Agreement • August 10th, 2005 • Curagen Corp • Services-commercial physical & biological research • New York
CuraGen Corporation, a corporation organized and existing under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Bear, Stearns & Co. Inc. (the “Underwriter”) an aggregate of 4,000,000 shares (the “Shares”) of its common stock, par value $0.01 per share (the “Common Stock”). The Shares are more fully described in the Registration Statement and Prospectus referred to below.
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 7th, 2005 • Curagen Corp • Services-commercial physical & biological research • Delaware
AGREEMENT made as of the day of between 454 Life Sciences Corporation(the “Company”), a Delaware corporation having a principal place of business in Branford, Connecticut and (the “Participant”).
ContractEmployment Agreement • March 13th, 2008 • Curagen Corp • Services-commercial physical & biological research • Connecticut
THIS EMPLOYMENT AGREEMENT (“Agreement”) entered into as of December 14, 2007 and effective as of January 1, 2008, 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 Sean A. Cassidy (“Executive”) to provide for the continued employment of Executive.
1. DEFINITIONS Whenever used in the Agreement with an initial capital letter, the terms defined in this Section 1 shall have the meanings specified.Research and Option Agreement • March 17th, 1998 • Curagen Corp • Services-commercial physical & biological research • New York
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:
NON-QUALIFIED STOCK OPTION AGREEMENT (STANDARD) CURAGEN CORPORATIONNon-Qualified Stock Option Agreement • August 9th, 2006 • Curagen Corp • Services-commercial physical & biological research • Delaware
AGREEMENT made as of the XXth day of XXXX, 2006, between CuraGen Corporation (the “Company”), a Delaware corporation having a principal place of business in Branford, Connecticut, and EMPLOYEE NAME, (the “Participant”).
ContractEmployment Agreement • March 26th, 2003 • Curagen Corp • Services-commercial physical & biological research • Connecticut
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of December 19, 2002 between 454 Corporation, a corporation organized under the laws of the State of Delaware, with its principal place of business at 20 Commercial Street, Branford, Connecticut (the “Company”), and Richard F. Begley, Ph.D. (“Executive”).
RESTRICTED STOCK AGREEMENT CURAGEN CORPORATIONRestricted Stock Agreement • February 7th, 2005 • Curagen Corp • Services-commercial physical & biological research • Delaware
AGREEMENT made as of the day of , 200 (the “Grant Date”), between CuraGen Corporation (the “Company”), a Delaware corporation having its principal place of business in New Haven, Connecticut and , (the “Participant”).
AGREEMENTAgreement • May 14th, 1999 • Curagen Corp • Services-commercial physical & biological research • New Jersey
Exhibit 10.2 ------------ ======================================= STANDARD FORM OF OFFICE LEASE THE REAL ESTATE BOARD OF NEW YORK, INC. ======================================= AGREEMENT OF LEASE, made as of this 11th day of February, 1993, BETWEEN...Office Lease • October 16th, 1997 • Curagen Corp
INCENTIVE STOCK OPTION AGREEMENT CURAGEN CORPORATIONIncentive Stock Option Agreement • February 7th, 2005 • Curagen Corp • Services-commercial physical & biological research • Delaware
AGREEMENT made as of day of , 200 , between CuraGen Corporation (the “Company”), a Delaware corporation having a principal place of business in New Haven, Connecticut, and , an employee of the Company (the “Employee”).
Re: Amendment to Employment AgreementEmployment Agreement • March 10th, 2009 • Curagen Corp • Services-commercial physical & biological research
You and CuraGen Corporation (“CuraGen”) are parties to an Employment Agreement, entered into as of December 14, 2007 and effective as of January 1, 2008 (the “Employment Agreement”), which outlines the terms and conditions of your employment with CuraGen. In light of recent tax legislation under Section 409A of the Internal Revenue Code (“Section 409A”), you and CuraGen mutually desire to amend certain provisions of the Employment Agreement as set forth below:
SECOND RESTATED COLLABORATION AGREEMENTCollaboration Agreement • April 11th, 2005 • Curagen Corp • Services-commercial physical & biological research • Delaware
CURAGEN CORPORATION Nonstatutory Stock Option Agreement Granted Under 2007 Stock Incentive PlanNonstatutory Stock Option Agreement • November 9th, 2007 • Curagen Corp • Services-commercial physical & biological research
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.
File Copy: A copy of the Lease is on file in the office of the Landlord. All provisions set forth in that certain Lease between Landlord and Tenant dated December 23, 1996 are incorporated into and made a part of this Memorandum of Lease by reference.Lease Agreement • March 26th, 1999 • Curagen Corp • Services-commercial physical & biological research
In accordance with Connecticut General Statutes, Section 47-19, notice is hereby given of a certain Lease by and between FUSCO HARBOUR ASSOCIATES, LLC, a Connecticut limited liability company, having its principal place of business c/o The Fusco Corporation, 555 Long Wharf Drive, New Haven, Connecticut 06511, as Landlord, and CURAGEN CORPORATION, a Delaware corporation, with an office at 555 Long Wharf Drive, New Haven, Connecticut 06511, as Tenant, as follows: Date of Execution: December 23, 1996 Date of Execution of First Amendment to Lease Agreement: October 27, 1997 Date of Execution of Second Amendment to Lease Agreement: August 31, 1998
STANDARD NONEXCLUSIVE LICENSE AGREEMENT - BRUMLEY TECHNOLOGY ------------------------------------------------------------ This Agreement is made effective the 1st day of July, 1996, by and between Wisconsin Alumni Research Foundation (hereinafter...Standard Nonexclusive License Agreement • March 17th, 1998 • Curagen Corp • Services-commercial physical & biological research
andStockholder Rights Agreement • April 1st, 2002 • Curagen Corp • Services-commercial physical & biological research • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG CELLDEX THERAPEUTICS, INC., COTTRELL MERGER SUB, INC. AND CURAGEN CORPORATION May 28, 2009Merger Agreement • May 29th, 2009 • Curagen Corp • Services-commercial physical & biological research • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 28, 2009, by and among CuraGen Corporation, a Delaware corporation (the “Company”), Celldex Therapeutics, Inc., a Delaware corporation (“Buyer”) and Cottrell Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Buyer (“Merger Sub”).
CuraGen Corporation has omitted from this Exhibit 10.11 portions of the Agreement for which CuraGen Corporation has requested confidential treatment from the Securities and Exchange Commission. The portions of the Agreement for which confidential...Option and Exclusive License Agreement • March 17th, 1998 • Curagen Corp • Services-commercial physical & biological research
LICENSE AND COLLABORATION AGREEMENT BETWEEN TOPOTARGET A/S AND CURAGEN CORPORATION DATED AS OF June 3, 2004License and Collaboration Agreement • April 11th, 2005 • Curagen Corp • Services-commercial physical & biological research • New York
THIS LICENSE AND COLLABORATION AGREEMENT (this “Agreement”), dated as of June 3, 2004, is between TopoTarget A/S, a company duly organized and existing under the laws of Denmark and having offices at Symbion Science Park, Fruebjergvej 3, 2100 Copenhagen, Denmark (“TOPOTARGET”), and CURAGEN Corporation, a company duly organized and existing under the laws of the State of Delaware and having offices at 555 Long Wharf Drive, New Haven, CT 06511, USA (“CURAGEN”).
Research and Development Agreement between:Research and Development Agreement • August 5th, 2005 • Curagen Corp • Services-commercial physical & biological research • New York
COLLABORATION AGREEMENTCollaboration Agreement • March 14th, 2006 • Curagen Corp • Services-commercial physical & biological research • Washington
WHEREAS, SGI owns or controls intellectual property rights relating to certain technology useful for linking certain proprietary cytotoxins to other molecules such as antibodies capable of directing such cytotoxins to specific tissues and/or cells;
TRANSFER AND TERMINATION AGREEMENT DATED AS OF APRIL 21, 2008 BY AND BETWEEN TOPOTARGET A/S AND CURAGEN CORPORATIONTransfer and Termination Agreement • April 24th, 2008 • Curagen Corp • Services-commercial physical & biological research • New York
THIS TRANSFER AND TERMINATION AGREEMENT (this “Agreement”) is dated as of April 21, 2008 (the “Effective Date”), by and between TopoTarget A/S, a company duly organized and existing under the laws of Denmark and having offices at Symbion Science Park, Fruebjergvej 3, 2100 Copenhagen, Denmark (“TopoTarget”), and CuraGen Corporation, a company duly organized and existing under the laws of the State of Delaware and having offices at 555 Long Wharf Drive, New Haven, Connecticut 06511, USA (“CuraGen”). As used herein, TopoTarget and CuraGen are referred to as the “Parties”.
Exhibit 10.16 CuraGen Corporation has omitted from this Exhibit 10.16 portions of the Agreement for which CuraGen Corporation has requested confidential treatment from the Securities and Exchange Commission. The portions of the Agreement for which...Confidential Treatment Agreement • March 13th, 1998 • Curagen Corp • Services-commercial physical & biological research
