0001193125-04-088910 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 14th, 2004 • Targacept Inc • North Carolina

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of April 24, 2001 by and between TARGACEPT, INC., a Delaware corporation (“Employer”), and Dr. Geoffrey Dunbar, an individual resident of Connecticut (“Employee”);

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EMPLOYMENT AGREEMENT
Stock Restriction Agreement • May 14th, 2004 • Targacept Inc • Delaware

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of August 22, 2000 by and between TARGACEPT, INC., a Delaware corporation (“Employer”), and Dr. J. Donald deBethizy, an individual resident of North Carolina (“Employee”);

Development and Production Agreement For Active Pharmaceutical Ingredients Between SIEGFRIED LTD. Untere Brühlstrasse 4 (hereinafter referred to as “SIEGFRIED”) and TARGACEPT, INC. Winston-Salem, NC 27101-4165 USA (hereinafter referred to as “TARGACEPT”)
Development and Production Agreement • May 14th, 2004 • Targacept Inc • Delaware

This DEVELOPMENT AND PRODUCTION Agreement (the “AGREEMENT”) is entered into as of the first (1st) day of February 2004 (the “EFFECTIVE DATE”) by and between SIEGFRIED and TARGACEPT.

Contract
Asset Purchase and Trademark Assignment Agreement • May 14th, 2004 • Targacept Inc • Pennsylvania

[********] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

AMENDED AND RESTATED COLLABORATIVE RESEARCH AND LICENSE AGREEMENT between TARGACEPT, INC. and AVENTIS PHARMA SA
Collaborative Research and License Agreement • May 14th, 2004 • Targacept Inc • New York

This Amended and Restated Collaborative Research and License Agreement (this “Agreement”) is made and entered into as of January 21, 2002, by and between Targacept, Inc., a Delaware corporation having its principal place of business at 950 Reynolds Boulevard, Winston-Salem, North Carolina 27105 (“Targacept”), and Aventis Pharma SA, a corporation organized and existing under the laws of France having its principal place of business at 20, avenue Raymond Aron, 92160 Antony, France (“APSA”) (each of Targacept and APSA a “Party” and collectively, the “Parties”).

LICENSE AGREEMENT
License Agreement • May 14th, 2004 • Targacept Inc • Kentucky

THIS AGREEMENT, made and entered into this 26th day of May, 1999, (the Effective Date) by and between the University of Kentucky Research Foundation, a corporation duly organized and existing under the laws of the Commonwealth of Kentucky and having its principle office at Lexington, Kentucky, U.S.A. (hereinafter referred to as UKRF), and Targacept, Inc., (“TARGACEPT”) a subsidiary of R.J.R. Reynolds Tobacco Company (“RJR”).

LICENSE AGREEMENT
License Agreement • May 14th, 2004 • Targacept Inc • North Carolina

This License Agreement (the “Agreement”) effective as of this 12th day of August, 2002, between Wake Forest University Health Sciences, an institution organized as a nonprofit corporation under the laws of the state of North Carolina with its principal offices at Medical Center Boulevard, Winston-Salem, North Carolina 27109 (“WFUHS”), and Targacept, Inc., a Delaware corporation with its principal offices at 200 East First Street, Suite 300, Winston-Salem, North Carolina 27101-4165 (the “Company”).

AMENDED AND RESTATED LICENSE AGREEMENT
License Agreement • May 14th, 2004 • Targacept Inc • Florida

This Amended and Restated License Agreement (this “Agreement”) is made and entered into to be effective the 9th day of March 2004, by and between the UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC., a corporation not for profit under Chapter 617 of the Florida Statutes and a direct support organization of the University of South Florida (“University”) pursuant to Section 1004.28 of the Florida Statutes, having its principal office at 4202 East Fowler Avenue, Tampa, Florida 33620, U.S.A. (hereinafter referred to as “RESEARCH FOUNDATION”), and Targacept, Inc., a Delaware Corporation, having its principal office at 200 East First Street, Suite 300, Winston-Salem, North Carolina 27101-4165 (hereinafter referred to as “LICENSEE”) and amends and restates in its entirety the License Agreement dated October 13, 1997, as amended, between RESEARCH FOUNDATION and LICENSEE, as assignee of Layton Bioscience, Inc. (the “Original Agreement”).

Contract
License Agreement • May 14th, 2004 • Targacept Inc • Virginia

[********] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Amended and Restated Note and Security Agreement
Targacept Inc • May 14th, 2004 • North Carolina

FOR VALUE RECEIVED, Targacept, Inc., a corporation organized and existing under the laws of the State of Delaware with its principal executive office located at 200 East First Street, Suite 300, Winston-Salem, North Carolina 27102-1465 (hereinafter the “Borrower”), hereby promises to pay to the order of R.J. Reynolds Tobacco Holdings, Inc. (hereinafter the “Lender”) at its office where borrowed, or at such other place as Lender hereafter may direct from time to time in writing, in immediately available funds of lawful money of the United States, the sum of Four Million Five Hundred Thousand Dollars (or the unpaid principal amount of all advances which the Lender actually makes hereunder to the Borrower, whichever is less) together with any unpaid interest hereon from date of advance, in accordance with the terms contained in this Amended and Restated Note and Security Agreement (hereinafter referred to as this “Note”). The principal evidenced by this Note shall be advanced periodically

Contract
Targacept Inc • May 14th, 2004

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER.

LOAN AGREEMENT
Loan Agreement • May 14th, 2004 • Targacept Inc • North Carolina

This Loan Agreement (“Agreement”), dated as of the 19th day of April, 2002, is made and entered into between TARGACEPT, INC., a Delaware corporation (“Borrower”), and the CITY OF WINSTON-SALEM, a municipal corporation of North Carolina (“Lender”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 14th, 2004 • Targacept Inc • Delaware

THIS ASSET PURCHASE AGREEMENT is executed as of the 28th day of June, 2002, by and between LAYTON BIOSCIENCE, INC., a Delaware corporation with its headquarters at 709 East Evelyn Avenue, Sunnyvale, CA 94086 (“Layton”), and TARGACEPT, INC., a Delaware corporation with its headquarters at 200 East First Street, Suite 300, Winston-Salem, North Carolina 27101-4165 (“Targacept”).

COLLABORATIVE RESEARCH AND LICENSE AGREEMENT between TARGACEPT, INC. and AVENTIS PHARMA SA
Collaborative Research and License Agreement • May 14th, 2004 • Targacept Inc • Delaware

This Collaborative Research and License Agreement (this “Agreement”) is made and entered into as of January 21, 2002 (the “Effective Date”), by and between Targacept, Inc., a Delaware corporation having its principal place of business at 950 Reynolds Boulevard, Winston-Salem, North Carolina 27105 (“Targacept”), and Aventis Pharma SA, a corporation organized and existing under the laws of France having its principal place of business at 20, avenue Raymond Aron, 92160 Antony, France (“Aventis”). Each of Targacept and Aventis may be referred to individually herein as a “Party” and together as the “Parties.”

LICENSE AGREEMENT between MEDICAL COLLEGE OF GEORGIA RESEARCH INSTITUTE, INC. and TARGACEPT, INC.
License Agreement • May 14th, 2004 • Targacept Inc • Georgia

THIS LICENSE AGREEMENT is made and entered into as of this 9th day of June, 2002, by and between the MEDICAL COLLEGE OF GEORGIA RESEARCH INSTITUTE, INC., a nonprofit Georgia corporation with offices located in the Medical College of Georgia, 1120 15th Street, Room CJ-3301, Augusta, Georgia 30912-4810 (hereinafter referred to as “MCGRI”) and TARGACEPT, INC., a corporation with corporate headquarters located at 200 East First Street, Suite 300, Winston-Salem, NC 27101-4165 (hereinafter referred to as LICENSEE”).

COLLABORATIVE RESEARCH, DEVELOPMENT AND LICENSE AGREEMENT between TARGACEPT, INC. and DR. FALK PHARMA GmbH
Development and License Agreement • May 14th, 2004 • Targacept Inc • New York

This Collaborative Research, Development and License Agreement (this “Agreement”) is made and entered into as of January 26, 2001, by and between Targacept, Inc., a Delaware corporation having its principal place of business at 950 Reynolds Boulevard, Winston-Salem, North Carolina 27105 (“Targacept”), and Dr. Falk Pharma GmbH, a corporation organized and existing under the laws of Germany having its place of business at Leinenweberstrasse 5, 79041 Freiburg, Germany (“Dr. Falk”) (each of Targacept and Dr. Falk, a “Party” and, collectively, the “Parties”).

Contract
License Agreement • May 14th, 2004 • Targacept Inc • Virginia

[********] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

LEASE
Forsyth County • May 14th, 2004 • Targacept Inc

This Lease (the “Lease” or the “Agreement”), made effective the 1st day of August, 2002, by and between Wake Forest University Health Sciences, a North Carolina non-profit corporation having its principal office in Winston-Salem, North Carolina, (“Landlord”); and Targacept, Inc., a Delaware corporation, having its principal office in Winston-Salem, North Carolina, (“Tenant”).

Contract
Targacept Inc • May 14th, 2004

Reference is hereby made to that certain: (a) Amended and Restated Collaborative Research and License Agreement made and entered into as of January 21, 2002 (the “First Agreement”) by and between Targacept, Inc. (“Targacept”) and Aventis Pharma SA (“Aventis”) and (b) Collaborative Research and License Agreement made and entered into as of January 21,2002 by and between Targacept and Aventis (the “Second Agreement” and, together with the First Agreement, the “Agreements”).

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