0001193125-05-047600 Sample Contracts

AGREEMENT
Agreement • March 11th, 2005 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • North Carolina

THIS AGREEMENT, dated as of October 11, 2004, is made by and between Inspire Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Barry G. Pea (the “Executive”).

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EMPLOYEE CONFIDENTIALITY, INVENTION ASSIGNMENT AND NON-COMPETE AGREEMENT
Non-Compete Agreement • March 11th, 2005 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • North Carolina

THIS EMPLOYEE CONFIDENTIALITY, INVENTION ASSIGNMENT AND NON-COMPETE AGREEMENT (“Agreement”) is made as of the date set forth on the signature page below between Inspire Pharmaceuticals, Inc. (“Inspire”), and the person whose name is set forth on the signature page below as Employee (“Employee”).

TRANSITION AGREEMENT
Transition Agreement • March 11th, 2005 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • North Carolina

This Transition Agreement (this “Agreement”), is made by and between Gregory J. Mossinghoff, an individual (“Mr. Mossinghoff”), and Inspire Pharmaceuticals, Inc. (“Inspire”) (Mr. Mossinghoff and Inspire to be hereinafter referred to individually as a “Party” and collectively as the “Parties”).

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • March 11th, 2005 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • Wisconsin

This Exclusive License Agreement (hereinafter called the “Agreement”) is made effective the 2nd day of November, 2004, by and between Wisconsin Alumni Research Foundation (hereinafter called “WARF”), a nonstock, nonprofit Wisconsin corporation, and Inspire Pharmaceuticals, Inc. (hereinafter called “Licensee”), a corporation organized and existing under the laws of Delaware.

INSPIRE PHARMACEUTICALS, INC. EMPLOYEE STOCK OPTION AGREEMENT
Employee Stock Option Agreement • March 11th, 2005 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations

Inspire Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, as an incentive and inducement to the Optionee, who is presently an employee of the Company, to devote his or her best efforts to the affairs of the Company, which incentive and inducement the Board of Directors of the Company or a committee of the Board of Directors (either, the “Board”) has determined to be sufficient consideration for the grant of this option, hereby grants to the Optionee the right and option (the “Option”) to purchase shares of the Company’s Common Stock, $0.001 par value per share (the “Stock”), under the following terms:

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