CuraGen Corporation has omitted from this Exhibit 10.21 portions of the Agreement for which CuraGen
Corporation has requested confidential treatment from the Securities and Exchange Commission. The portions of
the Agreement for which confidential treatment has been requested are marked with X's in brackets and such
confidential portions have been filed separately with the Securities and Exchange Commission.
CURAGEN-GLAXO WELLCOME PHARMACOGENOMICS RESEARCH and LICENSE
Effective as of the date of complete mutual execution of this document, (the "Effective Date"), GlaxoWellcome,
Inc., having an address of Five Moore Drive, PO Box 13398, Research Triangle Park, North Carolina 27709-
3398, U.S.A., ("GW"), and CuraGen Corporation, having an address of 555 Long Wharf Drive, 11th Floor,
New Haven, Connecticut 06511, ("CURAGEN") agree as follows:
1.00 CURAGEN has developed and represents that it is the sole owner of functional genomics technologies
known as Quantitative Expression Analysis technology, GeneScape(R) software, GeneCalling(R) bioinformatics
software, and the Rodent SeqCalling(TM) database. CURAGEN offers a Pharmacogenomics Program that
includes GeneScape(R), GeneCalling(R) and CuraShop(TM). CURAGEN also offers a Subscription Program
that includes the Rodent SeqCalling(TM) database. Collectively, the Pharmacogenomics Program and the
Subscription Program are offered as the Pharmacogenomics Collaboration.
1.01 GW and CURAGEN wish to initiate the performance of such Pharmacogenomics Collaboration in order to
enable and expedite the discovery of information and the development of novel and improved pharmaceutical and
1.02 GW wishes to obtain certain commercial rights to inventions made in the performance of the
Pharmacogenomics Collaboration pursuant to this Agreement, including background inventions needed to
commercially benefit from such licenses.
1.03 Therefore, this Agreement witnesses that in consideratio