0001193125-06-114379 Sample Contracts

SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • May 17th, 2006 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Second Amended and Restated Investor Rights Agreement is made as of November 17, 2005 by and among Achillion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the holders of shares of the Company’s Series A Convertible Preferred Stock, $.01 par value per share (the “Series A Preferred”), Series B Convertible Preferred Stock, $.01 par value per share (the “Series B Preferred”), Series C Convertible Preferred Stock, $.01 par value per share (the “Series C Preferred”), Series C-1 Convertible Preferred Stock, $.01 par value per share (the “Series C-1 Preferred”), and Series C-2 Convertible Preferred Stock, $.01 par value per share (the “Series C-2 Preferred”) (collectively, the “Holders”).

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THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • May 17th, 2006 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Third Amended and Restated Stockholders’ Agreement is made as of the 17th day of November, 2005 by and among ACHILLION PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), certain holders of Common Stock (as defined below) listed as Founders on the signature pages hereto (the “Founders”), the individuals listed as Common Stockholders on the signature pages hereto (the “Common Stockholders”), the individuals and entities listed as Investors on the signature pages hereto (collectively, the “Investors”, and, together with the Founders and the Common Stockholders, the “Stockholders”).

Achillion Pharmaceuticals, Inc. Nonstatutory Stock Option Agreement Granted Under 2006 Stock Incentive Plan
Nonstatutory Stock Option Agreement • May 17th, 2006 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations
Achillion Pharmaceuticals, Inc. Incentive Stock Option Agreement Granted Under 2006 Stock Incentive Plan
Incentive Stock Option Agreement • May 17th, 2006 • Achillion Pharmaceuticals Inc • Pharmaceutical preparations
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