Form of Non-Qualified Stock Option Agreement (Director & Officer)

AGREEMENT made as of day of , 200 , between CuraGen Corporation (the “Company”), a Delaware corporation having a principal place of business in New Haven, Connecticut, and , (the “Participant”).

WHEREAS, the Company desires to grant to the Participant an Option to purchase shares of its common stock, $.01 par value per share (the “Shares”), under and for the purposes set forth in the Company’s 1997 Employee, Director and Consultant Stock Plan, as amended and restated (the “Plan”);

WHEREAS, the Company and the Participant understand and agree that any terms used and not defined herein have the same meanings as in the Plan; and

WHEREAS, the Company and the Participant each intend that the Option granted herein shall be a Non-Qualified Option.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:

The Company hereby grants to the Participant the right and option to purchase all or any part of an aggregate of ( ) Shares, on the terms and conditions and subject to all the limitations set forth herein and in the Plan, which is incorporated herein by reference. The Participant acknowledges receipt of a copy of the Plan.

The purchase price of the Shares covered by the Option shall be cents ($ ) per Share, subject to adjustment, as provided in the Plan, in the event of a stock split, reverse stock split or other events affecting the holders of Shares. Payment shall be made in accordance with Paragraph 8 of the Plan.

Subject to the terms and conditions set forth in this Agreement and the Plan, the Option granted hereby shall become exercisable as follows:

The foregoing rights are cumulative and are subject to the other terms and conditions of this Agreement and the Plan.

The period of time set forth above over which the Option shall become exercisable may be extended during any period of time in which the Participant’s pay as an employee of the Company or an Affiliate is reduced because such Participant’s scheduled work week at the Company or an Affiliate has been reduced to less than 40 hours per week (“Part Time Employment”) unless the continuation of vesting on the schedule set forth above during such Part Time Employment shall be approved in writing by the Administrator. At the time of such Part Time Employment, the Option, to the extent not then exercisable, shall become exercisable over a period of time as determined by the Administrator, based on the number of hours that such Participant continues to be scheduled to work at the Company or an Affiliate. Upon the Participant’s return to the Company or an Affiliate at a scheduled workweek of 40 hours, the Option shall continue to become exercisable on such schedule as shall be determined by the Administrator at such time.

Notwithstanding the foregoing, the exercisability of the Option granted hereby shall toll during any period of time in which the Participant takes a leave of absence as an employee, director, consultant or Scientific Advisory Board member of the Company or an Affiliate unless such leave of absence is pursuant to a statute in which the Participant’s right to reemployment is guaranteed or unless the continuation of vesting during such leave of absence shall be approved in writing by the Administrator (a “Voluntary Leave”). At such time, the Option shall cease to vest and shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such Voluntary Leave. Upon the Participant’s return to the Company or an Affiliate, the Option shall continue to become exercisable on such schedule as shall be determined by the Administrator at the time of the Participant’s return from Voluntary Leave.

The Option shall terminate ten (10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan.

If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or termination of the Participant for “cause” (as defined in the Plan)), the Option may be exercised, if it has not

previously terminated, within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy.

Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option.

In the event the Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for “cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate.

In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one (1) year after the date of death of the Participant or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable:

Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company, or its designee. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 8 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Exercise of this Option to the extent above stated may be made in part at any time and from time to time within the above limits, except that no fractional share shall be issued pursuant to this Option.

The Option shall not be transferable by the Participant otherwise than (a) by will or by the laws of descent and distribution, (b) pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder (a “QUADRO”) or (c) to (i) the spouse, sisters and brothers, children, adopted or step-children, or grandchildren of the Participant (“Immediate Family Members”), (ii) any trust for the exclusive benefit of Immediate Family Members, (iii) any partnership of which Immediate Family Members are the only partners, or (iv) any limited liability company of which Immediate Family Members are the only shareholders (collectively, “Permitted Transferees”); provided, however, that any subsequent transfers of this Option, or any part thereof, shall be prohibited except (a) by will or by the laws of descent and distribution or pursuant to a QUADRO, or (b) transfers by trusts, partnerships or limited liability companies to Immediate Family Members; and provided further that the Participant and the Permitted Transferee agree to abide by the Company’s then current stock option transfer guidelines and procedures. The Administrator may permit transfers in addition to those described in the previous sentence in its discretion.

Following any transfer hereunder, the Option shall continue to be subject to the terms and conditions of this Agreement, provided that the term “Participant” shall be deemed to refer to the Permitted Transferee to the extent appropriate to enable the Permitted Transferee to exercise the transferred Option in accordance with the terms of this Agreement, the Plan and applicable law. Notwithstanding the preceding sentence, the events of termination of status as an employee, director or consultant of the Company in Section 4 hereof shall continue to be applied to the original Participant, and following termination of such status, the Option shall be exercisable by the Permitted Transferee only to the extent and for the periods specified in Section 4 hereof. The original Participant will remain subject to withholding taxes upon exercise of the Option pursuant to Section 10 hereof. The Company undertakes no obligation to notify any Permitted Transferee of any event affecting the employment, consultant or director status of the original Participant, which may have the effect of limiting or terminating the Option.

Except as provided in the previous sentence, the Option shall be exercisable, during the Participant’s lifetime, only by the Participant (or, in the event of legal incapacity or incompetency, by the Participant’s guardian or representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of this Section 7, or the levy of any attachment or similar process upon the Option shall be null and void.

The Participant shall have no rights as a stockholder with respect to Shares subject to this Agreement until registration of the Shares in the Company’s share register in the name of the Participant. Except as is expressly provided in the Plan with respect to certain changes in the capitalization of the Company, no adjustment shall be made for dividends or similar rights for which the record date is prior to the date of such registration.

The Plan contains provisions covering the treatment of Options in a number of contingencies such as stock splits and mergers. Provisions in the Plan for adjustment with respect to stock subject to Options and the related provisions with respect to successors to the business of the Company are hereby made applicable hereunder and are incorporated herein by reference.

The Participant acknowledges that upon exercise of the Option the Participant will be deemed to have taxable income measured by the difference between the then fair market value of the Shares received upon exercise and the price paid for such Shares pursuant to this Agreement. The Participant acknowledges that any income or other taxes due from him or her with respect to this Option or the Shares issuable pursuant to this Option shall be the Participant’s responsibility.

The Participant agrees that the Company may withhold from the Participant’s remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in such person’s gross income. At the Company’s discretion, the amount required to be withheld may be withheld in cash from such remuneration, or in kind from the Shares otherwise deliverable to the Participant on exercise of the Option. The Participant further agrees that, if the Company does not withhold an amount from the Participant’s remuneration sufficient to satisfy the Company’s income tax withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld.

Unless the offering and sale of the Shares to be issued upon the particular exercise of the Option shall have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended (the “1933 Act”), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled:

“The shares represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws;” and

The Company is not by the Plan or this Option obligated to continue the Participant as an employee, director or consultant of the Company.

Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed as follows:

or to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given upon the earlier of receipt, one business day following delivery to a recognized courier service or three business days following mailing by registered or certified mail.

This Agreement shall be construed and enforced in accordance with the law of the State of Delaware, without giving effect to the conflict of law principles thereof.

Subject to the provisions of the Plan and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

This Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict, the express terms and provisions of this Agreement, provided, however, in any event, this Agreement shall be subject to and governed by the Plan.

The terms and provisions of this Agreement may be modified or amended as provided in the Plan.

Except as provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant has hereunto set his or her hand, all as of the day and year first above written.


CuraGen Corporation:

By
Name:		David M. Wurzer
Title:		Chief Financial Officer, Executive Vice President and Treasurer

Participant:


Participant (Signature)


Print Name


On the first anniversary of the date of this Agreement		up to Shares

On the second anniversary of the date of this Agreement		an additional Shares

On the third anniversary of the date of this Agreement		an additional Shares

On the fourth anniversary of the date of this Agreement		an additional Shares

On the fifth anniversary of the date of this Agreement		an additional Shares