8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2007

CuraGen Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-23223	06-1331400
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

322 East Main Street

                            Branford, CT 06405                        

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (203) 481-1104

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On January 26, 2007, CuraGen Corporation, a Delaware Corporation (the “Company”) announced that the Company’s Board of Directors appointed James Noble, M.A., F.C.A. to the Board of Directors as a Class I Director, effective January 24, 2007. Mr. Noble will serve as a member of the Nominating and Governance Committee and the Audit Committee of the Company’s Board of Directors.

There are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which Mr. Noble had, or will have, a direct or indirect material interest.

In connection with Mr. Noble’s appointment, he was granted an option to purchase 30,000 shares of the Company’s Common Stock under the Company’s 1997 Employee, Director and Consultant Stock Plan, as amended and restated, under the following terms: (i) an exercise price equal to the last reported sale price of the Company’s Common Stock on date of grant, which was January 24, 2007, or $4.40 per share and (ii) 1/3 of the shares subject to the option vesting immediately, with the remaining 2/3 of the shares subject to the option vesting in equal increments on the first and second year anniversaries of the date of grant, subject to Mr. Noble’s continued service on the Company’s Board of Directors. In addition, unless earlier terminated, the option will terminate on the earlier of ten years from the date of grant or twelve months after Mr. Noble ceases to serve as a director. In addition, Mr. Noble will be entitled to receive an annual retainer of $20,000 for each full year of service on the Board of directors, which retainer shall be paid quarterly. He will also be entitled to per-Board and per-Committee meeting fees and expense reimbursement and annual option grants to be awarded in accordance with the Board of Directors Compensation Policy. The Company’s form of Form of Non-Qualified Stock Option Agreement (Director & Officer) was filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006. The Company’s Board of Directors Compensation Policy was filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.

A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are furnished with this report:

Exhibit Number	Description
99.1	Press release of Registrant dated January 26, 2007.
99.2	Form of Non-Qualified Stock Option Agreement (Director & Officer) (filed as as Exhibit 10.6 to Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, Commission File No. 000-23223) is incorporated herein by reference.
99.3	Board of Directors Compensation Policy (filed as as Exhibit 10.6 to Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, Commission File No. 000-23223) is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CURAGEN CORPORATION (Registrant)
Date: January 29, 2007	By:	/s/ David M. Wurzer
	Name: Title:	David M. Wurzer Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

CuraGen Contact:

Glenn Schulman, Pharm.D.

Director of Investor Relations

gschulman@curagen.com

(888) 436-6642

FOR IMMEDIATE RELEASE

CuraGen Announces Appointment to the Board of Directors

BRANFORD, Conn. – January 26, 2007 – CuraGen Corporation (NASDAQ: CRGN) is pleased to announce the appointment of James Noble, M.A., C.F.A. to its Board of Directors. Mr. Noble has also been appointed by the Board of Directors to serve as a member on the Nominating and Governance Committee and the Audit Committee.

Mr. Noble’s appointment to CuraGen’s Board of Directors is effective as of January 24, 2007. Mr. Noble has extensive experience obtained from his years of service as both an executive and as a non-executive director at biotechnology companies and financial firms. Mr. Noble recently joined the board of GW Pharmaceuticals PLC and the supervisory board of MediGene AG, and prior to that was Chief Executive Officer of Avidex Ltd., in Oxford, UK. Mr. Noble is also non-executive director of Bionex Investments plc, and of Finsbury Worldwide Pharmaceutical Trust plc.

Previously, Mr. Noble has served as a non-executive director of Powderject Pharmaceuticals PLC, Oxford Glycosciences plc, Advanced Medical Solutions plc, Oxagen Limited, Adprotech Pharmaceuticals Inc., Anthra Pharmaceuticals Inc., PAA GmbH, Prolifix Limited, and Neurovex Limited. From 1990 to 1997, Mr. Noble served as the Chief Financial Officer of British Biotech plc, and prior to that spent seven years at Kleinwert Benson Limited becoming a director in 1990. Mr. Noble previously qualified as a Chartered Accountant with Price Waterhouse in 1983 after graduating from Oxford University in 1980.

“I am delighted to be appointed to CuraGen’s Board of Directors, and look forward to working with the company to help guide their promising oncology therapeutics through development and toward commercialization,” commented Mr. Noble.

About CuraGen

CuraGen Corporation (NASDAQ: CRGN) is a biopharmaceutical company developing diverse approaches, including novel protein, antibody, and small molecule therapeutics, that aim to offer hope for patients with cancer, inflammatory diseases, and diabetes. CuraGen’s strategic alliances have resulted in a deep pipeline of potential therapeutics that is being developed by the Company’s experienced research and development teams. By leveraging the drug development strengths cultivated over the years, CuraGen expects to make a difference in the lives of patients by bringing forward promising therapeutics that address unmet medical needs. To further capitalize on CuraGen’s extensive research and development expertise, CuraGen founded a majority-owned subsidiary, 454 Life Sciences, which has

developed and is commercializing advanced technologies for the sequencing of DNA. CuraGen is headquartered in Branford, Connecticut. For additional information please visit www.curagen.com.

Safe Harbor

This press release contains forward-looking statements that are subject to certain risks and uncertainties. These forward-looking statements include statements regarding the ability to help guide CuraGen’s promising oncology therapeutics through development and toward commercialization. We caution investors that there can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors, including, but not limited to, the following: the risk that any one or more of CuraGen drug development program will not proceed as planned for technical, scientific or commercial reasons or due to patient enrollment issues or based on new information from nonclinical or clinical studies or from other sources; the success of competing products and technologies; technological uncertainty and product development risks; uncertainty of additional funding; CuraGen’s history of incurring losses and the uncertainty of achieving profitability; CuraGen’s stage of development as a biopharmaceutical company; government regulation; patent infringement claims against CuraGen’s products, processes and technologies; the ability to protect CuraGen’s patents and proprietary rights; uncertainties relating to commercialization rights; and product liability exposure. Please refer to CuraGen’s Annual and Quarterly Reports on Forms 10-K and 10-Q for a complete description of these risks. CuraGen disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.

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