0001193125-04-110801 Sample Contracts

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • June 29th, 2004 • Icagen Inc • Pharmaceutical preparations • North Carolina

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of May 14, 2004 by and between Icagen, Inc. (the “Company”), with offices located at 4222 Emperor Boulevard, Suite 350, Durham, North Carolina 27703, and P. Kay Wagoner, Ph.D. (“Executive”), whose address is 1001 Monterey Valley, Chapel Hill, NC 27516.

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MASTER LOAN AND SECURITY AGREEMENT
Master Loan and Security Agreement • June 29th, 2004 • Icagen Inc • Pharmaceutical preparations

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:

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. CO-PROMOTION AGREEMENT BY AND BETWEEN ICAGEN, INC. AND McNEIL CONSUMER & SPECIALTY PHARMACEUTICALS DIVISION OF McNEIL-PPC,...
Co-Promotion Agreement • June 29th, 2004 • Icagen Inc • Pharmaceutical preparations

This Co-Promotion Agreement (this “Agreement”) is made effective as of June 14, 2004 (the “Effective Date”) by and between Icagen, Inc., a Delaware corporation having its principal place of business at 4222 Emperor Blvd., Suite 350, Durham, North Carolina 27703 (“Icagen”), and McNeil Consumer & Specialty Pharmaceuticals Division of McNeil-PPC, Inc., a New Jersey corporation having its principal place of business at 7050 Camp Hill Road, Fort Washington, Pennsylvania 19034 (“McNeil”).

ICAGEN, INC.
Stockholders' Agreement • June 29th, 2004 • Icagen Inc • Pharmaceutical preparations • Delaware

This Amended and Restated Stockholders’ Agreement (this “Agreement”) is made and entered into as of April 16, 2004 by and among Icagen, Inc., a Delaware corporation (the “Company”), and the holders of the Company’s Series A, B, C, D, F, G, G-1 and H Convertible Preferred Stock identified on Exhibit A attached hereto (the “Stockholders”).

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