THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of May 20, 2002 between CuraGen
Corporation, a corporation organized under the laws of the State of Delaware, with its principal place of business at 555 Long
Wharf Drive, New Haven, Connecticut (the “Company”), and Elizabeth A. Whayland (“Executive”).
WHEREAS, the Executive desires to be employed by the Company, subject to the terms and conditions of this Agreement;
and the Company desires to retain the Executive’s services, subject to the terms and conditions of this Agreement.
THEREFORE, the Company and the Executive, intending to be legally bound, hereby agree as follows:
1. Employment; Duties and Responsibilities
A) The Company shall employ the Executive, and the Executive shall serve the Company, as Director of Financial
Management and Corporate Secretary , with such duties and responsibilities as may be assigned to the Executive by the Chief
Executive Officer (“CEO”) of the Company and are typically associated with a position of that nature.
B) The Executive shall devote his best efforts and all of his business time to the performance of his duties under this
Agreement and shall perform them faithfully, diligently and competently in a manner consistent with the policies and goals of
the Company as determined from time to time by the CEO or an officer of the Company.
C) The Executive shall report to the CEO of the Company, or identified member of the Executive Committee.
D) The Executive shall not engage in any activities outside the scope of his employment that would detract from, or
interfere with, the fulfillment of his responsibilities or duties under this Agreement.
E) The Executive shall not serve as a director (or the equivalent position) of any company or entity and shall not render
services of a business, professional or commercial nature to any other person or firm, except for not-for-profit entities, without
prior written consent of the