0001193125-04-059382 Sample Contracts

SEVERANCE PAYMENT AGREEMENT [To be Used For Executives Other Than President/CEO]
Severance Payment Agreement • April 8th, 2004 • Icagen Inc • North Carolina

THIS SEVERANCE PAYMENT AGREEMENT (the “Agreement”) is entered into as of February [ ], 2004 (the “Effective Date”), by and between Icagen, Inc., a Delaware corporation (the “Corporation”), and (the “Executive”), an individual residing in , North Carolina.

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MASTER LOAN AND SECURITY AGREEMENT
Master Loan and Security Agreement • April 8th, 2004 • Icagen Inc

In consideration of each Loan Agreement, Customer hereby agrees with Lender that, whenever Customer shall be at any time or times directly or contingently indebted, liable or obligated to Lender in any manner whatsoever, Lender shall have the following rights:

SUBLEASE AGREEMENT
Sublease Agreement • April 8th, 2004 • Icagen Inc • North Carolina

This Sublease Agreement (“Sublease”) dated this 22 day of September, 1997, by and between ICAgen, Inc., as sublessor (“Sublessor”) and Inspire Pharmaceuticals, Inc, as sublessee (“Sublessee”).

WARRANT TO PURCHASE SHARES OF SERIES D CONVERTIBLE PREFERRED STOCK Expires March 15, 2001
Warrant Agreement • April 8th, 2004 • Icagen Inc • Delaware

THIS CERTIFIES THAT, for value received, (hereinafter referred to as “Initial Holder,” and, along with any other registered holder of this Warrant, as “Holder”) is entitled to subscribe for and purchase ( ) shares of the fully paid and nonassessable shares of the Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Stock”), of ICAgen, Inc., a Delaware corporation (the “Company”), at a price of $2.75 per share. The shares issuable upon exercise of this Warrant, as adjusted pursuant to the provisions hereof, are referred to as the “Shares”. The purchase price of each Share and such other price as shall result, from time to time, from adjustments specified herein is herein referred to as the “Warrant Price,” subject to the provisions and upon the terms and condition hereinafter set forth.

LEASE AGREEMENT
Lease Agreement • April 8th, 2004 • Icagen Inc

THIS LEASE AGREEMENT (the “Lease”) made and entered into as of the day of October, 1997, by and between PETULA ASSOCIATES, LTD., an Iowa corporation, hereinafter called “Landlord”; and ICAGEN, INC., a Delaware corporation, hereinafter called “Tenant”:

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