0001193125-07-214772 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 9th, 2007 • Biolex, Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 2007, by and between BIOLEX THERAPEUTICS, INC., a Delaware corporation (the “Corporation”), and (“Agent”).

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NOTE PURCHASE AGREEMENT $17 Million Senior Secured Convertible Promissory Notes
Note Purchase Agreement • October 9th, 2007 • Biolex, Inc. • Pharmaceutical preparations • New York

This Note Purchase Agreement (the “Agreement”) is made as of January 5, 2005 by and among Biolex, Inc., a Delaware corporation (the “Company”), with its principal office at 158 Credle St., Pittsboro, North Carolina 27312, and Johnson & Johnson Development Corporation, a New Jersey corporation (the “Purchaser”), with its principle office at 410 George Street, New Brunswick, New Jersey 08933.

SECURITY AGREEMENT
Security Agreement • October 9th, 2007 • Biolex, Inc. • Pharmaceutical preparations • New York

SECURITY AGREEMENT, dated as of June 1, 2006 (this “Agreement”), is executed by and among Biolex, Inc., a Delaware corporation (the “Debtor”), and JOHNSON & JOHNSON DEVELOPMENT CORPORATION, as collateral agent (the “Collateral Agent”) for the Secured Party (as defined below).

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