THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of March 4, 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 Jonathan M. Rothberg
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
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 Chairman, President
and Chief Executive Officer, with such duties and responsibilities as may be assigned to the Executive by the
Board of Directors ("BOD") 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 BOD.
C) The Executive shall report to the BOD of the Company.
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 without prior written
consent of the BOD. Such consent shall not be unreasonably withheld.
F) The Executive shall not receive fees or other remuneration for work performed either within or outside the