0001104659-07-019609 Sample Contracts

COMBINATORX, INCORPORATED 2004 Incentive Plan Amended and Restricted Stock Award Agreement
Restricted Stock Award Agreement • March 15th, 2007 • Combinatorx, Inc • Pharmaceutical preparations

The undersigned (i) acknowledges that on January 26, 2006, he received an award (the “Award”) of restricted stock from CombinatoRx, Incorporated (the “Company”) under the 2004 Incentive Plan (the “Plan”), (ii) hereby agrees to amend the terms of such award, subject to the terms set forth below and in the Plan; (iii) further acknowledges receipt of a copy of the Plan as in effect on the date hereof; and (iv) agrees with the Company as follows:

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COMBINATORX, INCORPORATED 2004 Incentive Plan Amended and Restated Restricted Stock Award Agreement
Restricted Stock Award Agreement • March 15th, 2007 • Combinatorx, Inc • Pharmaceutical preparations

The undersigned (i) acknowledges that on April 24, 2006, she received an award (the “Award”) of restricted stock from CombinatoRx, Incorporated (the “Company”) under the 2004 Incentive Plan (the “Plan”), (ii) hereby agrees to amend the terms of such award, subject to the terms set forth below and in the Plan; (iii) further acknowledges receipt of a copy of the Plan as in effect on the date hereof; and (iv) agrees with the Company as follows:

AMENDED AND RESTATED RESEARCH AGREEMENT
Amended and Restated Research Agreement • March 15th, 2007 • Combinatorx, Inc • Pharmaceutical preparations • Delaware

AMENDED AND RESTATED RESEARCH AGREEMENT (this “Agreement”), dated as of February 22, 2007, by and between CombinatoRx, Incorporated, a Delaware corporation (the “Company”), and CHDI, Inc., a New Jersey corporation (the “Foundation”). The Company and the Foundation shall hereinafter be referred to individually as a “Party” and collectively as the “Parties”.

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