0001021408-00-000649 Sample Contracts

AGREEMENT ---------
Purchase Agreement • February 11th, 2000 • Insmed Inc • Virginia
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License Agreement • February 11th, 2000 • Insmed Inc • New York
AGREEMENT ---------
Indemnification Agreement • February 11th, 2000 • Insmed Inc • Delaware
EXHIBIT 10.5 LICENSE AND DEVELOPMENT AGREEMENT
License and Development Agreement • February 11th, 2000 • Insmed Inc • Massachusetts
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Development and Operating Agreement • February 11th, 2000 • Insmed Inc • New York
Elan Pharmaceutical Investments Ltd. 102 St. James Court Flatts, Smiths Parrish Bermuda, FL 04
Insmed Inc • February 11th, 2000

Attached to this letter is counterpart of the Stockholders Voting Agreement dated as of the date hereof (the "Agreement") among Insmed, Inc., Celtrix Mergersub, Inc., and certain holders of shares of Celtrix Pharmaceuticals, Inc., which has been signed on behalf of Elan Pharmaceutical Investments Ltd. You are authorized to release the attached document and it shall be deemed to be delivered and effective at such time that you have provided written notice to us that stockholders whose shares constitute a majority of the issued and outstanding shares of common stock of Celtrix Pharmaceuticals, Inc., excluding shares of Celtrix common stock held by Elan and its affiliates, on the date hereof have voted, or have agreed to vote, in favor of the merger (as defined in the Agreement) and the other items described in Section 5 of the Agreement. If such notice shall not have been provided to us on or prior to the date that is 180 days after the date hereof, you shall no longer be authorized to r

RECITALS --------
License Agreement • February 11th, 2000 • Insmed Inc • Massachusetts
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