RESTATED COLLABORATION AGREEMENT
THIS RESTATED COLLABORATION AGREEMENT (this "Agreement"), dated as of November 27, 2000,
is made between ABGENIX, INC., a Delaware corporation ("ABX"), having a place of business at 7601
Dumbarton Circle, Fremont, California 94555, and CURAGEN CORPORATION, a Delaware corporation
("CuraGen"), having a place of business at 555 Long Wharf Drive, New Haven, Connecticut 06511, with
respect to the following facts:
A. The parties entered into the Collaboration Agreement effective as of December 8, 1999 (the "Original
B. The parties desire to amend the Original Agreement in certain respects, and for convenience to restate the
Original Agreement, on the terms and conditions set forth below.
NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth below, the
parties amend the Original Agreement and agree as follows:
1. DEFINITIONS For purposes of this Agreement, the terms set forth in this Article 1 shall have the respective
meanings set forth below:
1.1 "ABX In-License" shall mean a license, sublicense or other agreement under which ABX acquired rights to
the ABX Patent Rights or ABX Know- How.
1.2 "ABX Know-How" shall mean, collectively, all inventions, discoveries, data, information, methods,
techniques, technology and other results, whether or not patentable but which are not generally known, regarding
ABX Technology and Information. All ABX Know-How shall be Confidential Information of ABX.
1.3 "ABX Licensed Antigens" shall mean all ABX Optioned Antigens for which ABX has exercised an option to
obtain a commercial license pursuant to Article 7 below, and "ABX Licensed Antigen" shall mean any one of the
ABX Licensed Antigens.
1.4 "ABX Optioned Antigens" shall mean all antigens which are selected from the Eligible Antigens by ABX
pursuant to Article 5 below, for which CuraGen has the right to grant ABX the commercial license under Article
7 below, and which are not Licensed Antige