EXHIBIT 10.26
STOCK PURCHASE AGREEMENT
dated as of January 12, 2001
by and between
BAYER AG
a corporation of the Federal Republic of Germany
and
CURAGEN CORPORATION
a Delaware corporation
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made as of January 12, 2001 by and between CuraGen
Corporation, a Delaware corporation (the "Company"), and Bayer AG, a corporation organized under the laws
of the Federal Republic of Germany ("Purchaser").
WHEREAS, the Company and Purchaser are parties to that certain Agreement, dated as of the date hereof (the
"Pharmacogenomics Agreement"), which contains the terms and conditions on which the parties have agreed to
collaborate on toxicogenomic and pharmacogenomic services for use in the development of drugs; and
WHEREAS, Bayer Corporation, an Indiana corporation and a wholly-owned subsidiary of Purchaser, and the
Company are parties to that certain Agreement, dated as of the date hereof (the "Metabolic Disorder
Collaboration Agreement," and, together with the Pharmacogenomics Agreement, the "Collaboration
Agreements"), which contains the terms and conditions on which the parties have agreed to collaborate on drug
discovery and development for metabolic disorders; and
WHEREAS, in connection with the execution of these Collaboration Agreements, Purchaser wishes to purchase
from the Company, and the Company wishes to sell to Purchaser, shares of the Company's Common Stock on
the terms and subject to the conditions set forth herein;
WHEREAS, in connection with such sale and purchase of shares of Common Stock, the Company and
Purchaser wish to enter into a registration rights agreement (the "Registration Rights Agreement"), substantially in
the form attached hereto as Exhibit A.
NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the Company
and Purchaser agree as follows:
ARTICLE 1. PURCHASE AND SALE OF SHARES
Section 1.1 Purchase and Sale. Subject to the terms and condi