0001193125-04-213821 Sample Contracts

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 • December 15th, 2004 • Targacept Inc • Pharmaceutical preparations • 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.

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AMENDED AND RESTATED COLLABORATIVE RESEARCH AND LICENSE AGREEMENT between TARGACEPT, INC. and AVENTIS PHARMA SA
Collaborative Research and License Agreement • December 15th, 2004 • Targacept Inc • Pharmaceutical preparations • 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”).

Amendment No. 1 to Third Amended and Restated Investor Rights Agreement
Investor Rights Agreement • December 15th, 2004 • Targacept Inc • Pharmaceutical preparations

THIS AMENDMENT NO. 1 to the Third Amended and Restated Investor Rights Agreement dated December 6, 2004 (this “Amendment”) amends the Third Amended and Restated Investor Rights Agreement dated May 12, 2004 (the “Future IRA”) by and among Targacept, Inc. (the “Company”) and the holders of shares of the Company’s Series C Convertible Preferred Stock, $0.001 par value per share (“Series C Stock”), Series B Convertible Preferred Stock, $0.001 par value per share (“Series B Stock”), or Series A Convertible Preferred Stock, $0.001 par value per share (“Series A Stock” and, together with the Series C Stock and Series B Stock, “Preferred Stock”) party thereto. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Future IRA.

LICENSE AGREEMENT
License Agreement • December 15th, 2004 • Targacept Inc • Pharmaceutical preparations • 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 • December 15th, 2004 • Targacept Inc • Pharmaceutical preparations • 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 • December 15th, 2004 • Targacept Inc • Pharmaceutical preparations • 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”).

LICENSE AGREEMENT between MEDICAL COLLEGE OF GEORGIA RESEARCH INSTITUTE, INC. and TARGACEPT, INC.
License Agreement • December 15th, 2004 • Targacept Inc • Pharmaceutical preparations • Georgia

THIS LICENSE AGREEMENT is made and entered into as of this 9th day of July, 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
Collaborative Research, Development and License Agreement • December 15th, 2004 • Targacept Inc • Pharmaceutical preparations • 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”).

DEVELOPMENT AGREEMENT
Development Agreement • December 15th, 2004 • Targacept Inc • Pharmaceutical preparations • Delaware

THIS DEVELOPMENT AGREEMENT (this “Agreement”) is entered into as of December 15, 2004 (the “Effective Date”) by and between Targacept, Inc., a Delaware corporation with offices at 200 East First Street, Suite 300, Winston-Salem, North Carolina 27101-4165 (“Targacept”), and THE STANLEY MEDICAL RESEARCH INSTITUTE, a nonprofit organization with offices at 5430 Grosvenor Lane, Suite 200, Bethesda, Maryland 20814 (“SMRI”).

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