SECOND RESTATED COLLABORATION AGREEMENT
THIS SECOND RESTATED COLLABORATION AGREEMENT (this “Agreement”), dated as of April 12, 2004, the
“Revision Date”, 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 Agreement”) and a
Restated Collaboration Agreement effective as of November 27, 2000, as subsequently amended on January 23, 2001, January
16, 2002 and January 10, 2003 (the “Restated Agreement”) .
B. The parties desire to amend the Restated Agreement in certain respects effective as of the date hereof, and for
convenience to restate the Restated 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 Restated Agreement and agree as follows:
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, specifically including (a) that certain license agreement between ABX and the
Medical Research Council, dated December 14, 1998 (as amended or restated from time to time), (b) that certain license
agreement between ABX and Babraham Bioscience Technologies Limited dated May 14, 2002 (as amended or restated
from time to time) and (c) that certain license agreement between ABX and ImmunoGen, Inc. dated September 5, 2000 (as
amended or restated from time to time) (the “ImmunoGen Agreement”) .
1.2 “ ABX Know-How ” sh