exhibit101.htm


    


     

    PURCHASE
AND SALE AGREEMENT

     

    


     

    SELLER:

     

    NEUROGEN
CORPORATION

    and

    NEUROGEN
PROPERTIES LLC

    


    


    PURCHASER:

     

    INVESTMENT
CAPITAL PARTNERS, LTD.

    


    


    


    PROPERTY:

     

    15,
35 and 45 Northeast Industrial Road

    Branford,
Connecticut

    


    


    November
5, 2009

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          

            
              	
                      1

                    	
                      The
      Property.

                    	
                      1

                    
	 
      	
                      1.1.

                    	
                      Description

                    	
                      1

                    
	 
      	
                      1.2.

                    	
                      As-Is
      Purchase; No Reliance by Purchaser.

                    	
                      2

                    
	 
      	
                      1.3.

                    	
                      Agreement
      to Convey

                    	
                      3

                    
	
                      2

                    	
                      Price
      and Payment

                    	
                      3

                    
	 
      	
                      2.1.

                    	
                      Purchase
      Price

                    	
                      3

                    
	 
      	
                      2.2.

                    	
                      Payment

                    	
                      4

                    
	 
      	
                      2.3.

                    	
                      Closing

                    	
                      5

                    
	
                      3

                    	
                      Due
      Diligence

                    	
                      5

                    
	 
      	
                      3.1.

                    	
                      Inspections

                    	
                      5

                    
	 
      	
                      3.2.

                    	
                      Intentionally
      Deleted

                    	
                      6

                    
	 
      	
                      3.3.

                    	
                      Permitted
      Exceptions.

                    	
                      6

                    
	 
      	
                      3.4.

                    	
                      Contracts

                    	
                      7

                    
	 
      	
                      3.5.

                    	
                      Confidentiality.

                    	
                      7

                    
	
                      4

                    	
                      Prior
      to Closing.

                    	
                      8

                    
	 
      	
                      4.1.

                    	
                      Insurance;
      Risk of Loss.

                    	
                      8

                    
	 
      	
                      4.2.

                    	
                      Operation.

                    	
                      8

                    
	 
      	
                      4.3.

                    	
                      New
      Contracts

                    	
                      8

                    
	 
      	
                      4.4.

                    	
                      Lease

                    	
                      8

                    
	 
      	
                      4.5.

                    	
                      Title
      Encumbrances

                    	
                      8

                    
	 
      	
                      4.6.

                    	
                      Lease
      Obligations

                    	
                      8

                    
	
                      5

                    	
                      Representations
      and Warranties.

                    	
                      9

                    
	 
      	
                      5.1.

                    	
                      By
      Seller

                    	
                      9

                    
	 
      	
                      5.2.

                    	
                      By
      Purchaser

                    	
                      11

                    
	 
      	
                      5.3.

                    	
                      Mutual.

                    	
                      12

                    
	
                      6

                    	
                      Costs
      and Prorations

                    	
                      12

                    
	 
      	
                      6.1.

                    	
                      Purchaser's
      Costs

                    	
                      12

                    
	 
      	
                      6.2.

                    	
                      Seller's
      Costs

                    	
                      13

                    
	 
      	
                      6.3.

                    	
                      Prorations

                    	
                      13

                    
	 
      	
                      6.4.

                    	
                      Taxes

                    	
                      14

                    
	 
      	
                      6.5.

                    	
                      Rent

                    	
                      15

                    
	 
      	
                      6.6.

                    	
                      In
      General

                    	
                      15

                    
	 
      	
                      6.7.

                    	
                      Purpose
      and Intent

                    	
                      15

                    
	 
      	
                      6.8.

                    	
                      Closing
      Adjustment

                    	
                      16

                    
	 
      	
                      6.9.

                    	
                      Post-Closing
      Reconciliation

                    	
                      16

                    
	 
      	
                      6.10.

                    	
                      Other
      Items

                    	
                      16

                    
	 
      	
                      6.11.

                    	
                      Survival

                    	
                      16

                    
	
                      7

                    	
                      Damage,
      Destruction or Condemnation

                    	
                      16

                    
	 
      	
                      7.1.

                    	
                      Material
      Event

                    	
                      16

                    
	 
      	
                      7.2.

                    	
                      Immaterial
      Event

                    	
                      16

                    
	 
      	
                      7.3.

                    	
                      Termination
      and Return of Deposit

                    	
                      17

                    
	
                      8

                    	
                      Notices

                    	 
      	
                      17

                    
	
                      9

                    	
                      Closing

                    	
                      Closing

                    	
                      18

                    
	 
      	
                      9.1.

                    	
                      Closing
      Instructions

                    	
                      18

                    
	 
      	
                      9.2.

                    	
                      Seller's
      Deliveries

                    	
                      18

                    
	 
      	
                      9.3.

                    	
                      Purchaser's
      Deliveries

                    	
                      19

                    
	 
      	
                      9.4.

                    	
                      Possession

                    	
                      20

                    
	 
      	
                      9.5.

                    	
                      Insurance.

                    	
                      20

                    
	 
      	
                      9.6.

                    	
                      Utility
      Service and Deposits

                    	
                      20

                    
	 
      	
                      9.7.

                    	
                      Notice
      Letters

                    	
                      20

                    
	 
      	
                      9.8.

                    	
                      Mutual
      Obligation

                    	
                      20

                    
	
                      10

                    	
                      Default;
      Failure of Condition

                    	
                      20

                    
	 
      	
                      10.1.

                    	
                      Purchaser
      Default

                    	
                      20

                    
	 
      	
                      10.2.

                    	
                      Seller
      Default

                    	
                      21

                    
	 
      	
                      10.3.

                    	
                      Failure
      of Condition.

                    	
                      21

                    
	
                      11

                    	
                      Transfer
      Act

                    	
                      22

                    
	 
      	
                      11.1.

                    	
                      Property
      Transfer Forms.

                    	
                      22

                    
	 
      	
                      11.2.

                    	
                      Environmental
      Access Agreement.

                    	
                      22

                    
	 
      	
                      11.3.

                    	
                      Future
      Transfers.

                    	
                      23

                    
	 
      	
                      11.4.

                    	
                      Environmental
      Escrow Agreement

                    	
                      23

                    
	
                      12

                    	
                      Miscellaneous.

                    	
                      23

                    
	 
      	
                      12.1.

                    	
                      Entire
      Agreement; Merger

                    	
                      23

                    
	 
      	
                      12.2.

                    	
                      Severability

                    	
                      24

                    
	 
      	
                      12.3.

                    	
                      Applicable
      Law.

                    	
                      24

                    
	 
      	
                      12.4.

                    	
                      Assignability.

                    	
                      24

                    
	 
      	
                      12.5.

                    	
                      Successors
      Bound

                    	
                      25

                    
	 
      	
                      12.6.

                    	
                      Breach

                    	
                      25

                    
	 
      	
                      12.7.

                    	
                      No
      Public Disclosure

                    	
                      25

                    
	 
      	
                      12.8.

                    	
                      Captions

                    	
                      26

                    
	 
      	
                      12.9.

                    	
                      Attorneys'
      Fees

                    	
                      26

                    
	 
      	
                      12.10.

                    	
                      No
      Partnership

                    	
                      26

                    
	 
      	
                      12.11.

                    	
                      Time
      of Essence

                    	
                      26

                    
	 
      	
                      12.12.

                    	
                      Counterparts.

                    	
                      26

                    
	 
      	
                      12.13.

                    	
                      Recordation.

                    	
                      26

                    
	 
      	
                      12.14.

                    	
                      Proper
      Execution

                    	
                      26

                    
	 
      	
                      12.15.

                    	
                      Tax
      Protest

                    	
                      26

                    
	 
      	
                      12.16.

                    	
                      Escrow
      Provisions

                    	
                      26

                    
	 
      	
                      12.17.

                    	
                      Estoppel
      Certificate

                    	
                      27

                    


            


            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            




          
            
               


            

            
               


              
                

              

            

            
               


            

          



      

    

    List of
Exhibits

     

    
      	
              Exhibit
      1.1.1

            	
              Legal
      Description of Neurogen Corp Land

            
	
              Exhibit
      1.1.2

            	
              Legal
      Description of Neurogen Properties Land

            
	
              Exhibit
      1.1.7

            	
              Rent
      Roll

            
	
              Exhibit
      3.3.1

            	
              Other
      Permitted Exceptions

            
	
              Exhibit
      3.4

            	
              List
      of Service Contracts

            
	
              Exhibit
      9.2.1

            	
              Special
      Warranty Deed

            
	
              Exhibit
      9.2.2

            	
              Assignment
      and Assumption of Contracts

            
	
              Exhibit
      9.2.3

            	
              Assignment
      of Warranties and Guarantees

            
	
              Exhibit
      9.2.5

            	
              Affidavit
      Pursuant to Foreign Investment and Real Property Tax
Act

            
	
              Exhibit
      9.2.6

            	
              Statement
      of Seller

            
	
              Exhibit
      9.2.9

            	
              Assignment
      and Assumption of Leases

            
	
              Exhibit
      9.2.11

            	
              Notice
      to Tenant(s)

            
	
              Exhibit
      9.3

            	
              Nominee
      Agreement

            
	
              Exhibit
      9.6

            	
              Notice
      to Utility Company

            
	
              Exhibit
      11.2

            	
              Form
      of 45 Environmental Easement

            
	
              Exhibit
      11.4

            	
              Form
      of Environmental Escrow and Indemnification Agreement

            
	
              Exhibit
      12.4.6

            	
              Form
      of Environmental Indemnification Agreement for Nominee

            
	
              Exhibit
      12.17

            	
              Form
      of Estoppel Certificate

            
	
              Exhibit
      12.17(A)

            	
              Form
      of Subordination, Non-Disturbance and Attornment
  Agreement

            
	
              Exhibit
      12.17(B)

            	
              Form
      of Waiver Letter

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Term
Sheet

     

    
      	
              Purchaser:

            	
              INVESTMENT
      CAPITAL PARTNERS, LTD.

            
	
              Notice
      Address:

            	
              1552
      Post Road

              Fairfield,
      CT  06824

            
	 
      	
              Attention:                 Stephen
      P. Lawrence

            
	 
      	
              Phone:  (203)
      259-5505

            
	 
      	
              Fax:
      (203) 259-2606

               

              WITH
      A COPY TO:

              Berkowitz,
      Trager & Trager, LLC

              8
      Wright Street

              Westport,
      CT  06880

               

              Attention:
      Steven M. Siegelaub, Esq.

              Phone:  (203)  291-8223

              Fax:  (203)
      226-3801

               

            
	
              Seller:

            	
              NEUROGEN CORPORATION
      &

              NEUROGEN PROPERTIES
      LLC

               

            
	
              Notice
      Address:

            	
              45
      Northeast Industrial Road

              Branford,
      CT 06495

            
	 
      	
              Attention:                 Stephen
      R. Davis

              President and Chief Executive
      Officer

            
	 
      	
              Phone:  (203)
      315-3016

            
	 
      	
              Fax:  (203)
      488-4710

            
	 
      	
              WITH
      A COPY TO:

               

              Day
      Pitney LLP

              242
      Trumbull Street

              Hartford,
      Connecticut 06103-3499

              Attention:  Rosemary
      G. Ayers, Esq.

              Phone:  (860)
      275-0185

              Fax:  (860)
      275-0343

            
	
              Property:

            	
              15,
      35 and 45 Northeast Industrial Road, Branford, CT

               

            
	
              Price:

            	
              $3,500,000.00

            
	
              Closing
      Date:

            	
              February
      2, 2010

            


    


    
      
        
          
            	
                     

                  	
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    PURCHASE
AND SALE AGREEMENT

     

    THIS PURCHASE AND SALE
AGREEMENT (this “Agreement”) dated as of the 5th day
of November, 2009 (the “Effective Date”), by and
between NEUROGEN CORPORATION,
a Delaware corporation (“Neurogen Corp”) and NEUROGEN PROPERTIES LLC, a
Connecticut limited liability company (“Neurogen LLC” and, together
with Neurogen Corp,
collectively, “Seller”)
both with an office at 45 Northeast Industrial Road, Branford, Connecticut
06405, and INVESTMENT CAPITAL
PARTNERS, LTD., a
Connecticut corporation (“Purchaser”), with an office at
1552 Post Road, Fairfield, Connecticut  06824.

    R E C I T A L S :

     

    Neurogen Corp desires to sell certain
improved real property located at 15 and 35 Northeast Industrial Road, Branford,
Connecticut, along with certain related personal and intangible
property.

    


    Neurogen LLC desires to sell certain
improved real property located at 45 Northeast Industrial Road, Branford,
Connecticut, along with certain related personal and intangible
property.

    


    Purchaser desires to purchase such
real, personal and intangible property.

    


    NOW, THEREFORE, in
consideration of the foregoing, of the covenants, promises and undertakings set
forth herein, and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree
as follows:

    


    1.      The
Property.

     

    1.1.                  Description.  Subject
to the terms and conditions set forth in this Agreement, and for the
consideration herein set forth, Seller agrees to sell and transfer, and
Purchaser agrees to purchase and acquire, all of Seller’s right, title, and
interest in and to the following (collectively, “Property”):

     

    1.1.1.           Certain
real property located in the Town of Branford, County of New Haven and State of
Connecticut and more specifically described in Exhibit 1.1.1
attached hereto (the “Neurogen
Corp Land”);

     

    1.1.2.           Certain
real property located in the Town of Branford, County of New Haven and State of
Connecticut and more specifically described in Exhibit 1.1.2
attached hereto (the “Neurogen
LLC Land” and, together with the
Neurogen Corp Land, the
“Land”);

     

    1.1.3.           Two
(2) buildings located on the Neurogen Corp Land (the “Neurogen Corp Buildings”), the
parking areas, improvements and fixtures now situated on the Neurogen Corp Land
(collectively, the “Neurogen
Corp Improvements”);

     

    1.1.4.           One
(1) building located on the Neurogen LLC Land (the “Neurogen LLC Building” and,
together with the Neurogen Corp Buildings, collectively, the “Buildings”), the parking
areas, improvements and fixtures now situated on the Neurogen LLC Land
(collectively, the “Neurogen
LLC Improvements” and, together with the Neurogen Corp Improvements, the
“Improvements”);

     


    
      
        
          
            	
                     

                  	 
      	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    1.1.5.           
All easements, rights, privileges, entitlements, hereditaments, and
appurtenances belonging to or inuring to the benefit of Seller and pertaining to
the Land, if any;

     

    1.1.6.           Any
street or road abutting the Land to the center lines thereof;

     

    1.1.7.           All
of Neurogen Corp’s right, title and interest in and to the lease identified on
Exhibit 1.1.7
(the “Forma Lease”), and
any New Lease (as defined in Section 4.4) and any
prepaid rent attributable to the period after the Closing Date (as hereinafter
defined) (except Seller’s right to collect delinquent rent attributable to any
period prior to Closing).

     

    1.1.8.           Subject
to Section 3.4, all
assignable contracts and agreements relating to the operation, repair or
maintenance of the Land and Improvements, the terms of which extend beyond
midnight of the day preceding the Closing Date (as hereinafter
defined);

     

    1.1.9.           Assignable,
unexpired warranties and guaranties issued in connection with the Improvements;
and

     

    1.1.10.             All
transferable consents, authorizations, variances or waivers, licenses, permits
and approvals from any governmental or quasi-governmental agency, department,
board, commission, bureau or other entity or instrumentality solely in respect
of the Land or Improvements (collectively, “Approvals”).

     

    1.2.                  “As-Is” Purchase; No
Reliance by Purchaser.

     

    1.2.1.           Purchaser
shall not rely on any warranties, promises, understandings or representations,
express or implied, of Seller or any agent of Seller relating to the present or
future physical condition, development, potential, operation, income generated
by, or any other matter or thing affected by or related to the Property which
are not expressly contained in this Agreement, and no such representation or
warranty shall be implied.  Except as set forth in this Agreement, the
Property is being sold in an “AS IS” “WHERE IS” condition and “WITH ALL FAULTS”
as of the date of this Agreement and as of the Closing.

     

    1.2.2.           In
purchasing, evaluating and financing the Property, in determining whether or not
to make the investment, and in making any application or filing to any
governmental authority, except as set forth in the representations contained in
Section 5.1 of
this Agreement, Purchaser shall rely solely upon the results of Purchaser’s own
inspections or other information obtained or otherwise available to Purchaser,
rather than any information that may have been provided by Seller to
Purchaser.  Notwithstanding the above, Purchaser may make its own
independent decision to utilize reports and other environmental information made
available to Purchaser by Seller; provided, however, Seller shall
have no liability to Purchaser related to such utilization. 

     

    1.2.3.           Except
to the extent Seller has breached any representation in Section 5.1.9 of this
Agreement or except as otherwise provided in the Environmental Escrow Agreement
or the 45 Environmental Indemnification (as hereinafter defined) to be entered
into at Closing, Purchaser waives and releases Seller from any present or
future

     


    
      
        
          


          
            	 
      	
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    claims
arising from or relating to the presence or alleged presence of asbestos or
harmful or toxic substances in, on, under or about the Property including,
without limitation, any claims under or on account of (i) the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as the same may
have been or may be amended from time to time, and similar state statutes, and
any regulations promulgated thereunder, (ii) any other federal, state or local
law, ordinance, rule or regulation, now or hereafter in effect, that deals with
or otherwise in any manner relates to, environmental matters of any kind, or
(iii) the common law.

     

    1.2.4.           Except
as expressly set forth in this Agreement, the exhibits attached hereto and in
the documents and instruments executed and delivered by Seller in connection
with the Closing (including, without limitation, the Environmental Escrow
Agreement or the 45 Environmental Indemnification to be entered into at
Closing), no representations or warranties have been made or are made and no
responsibility has been or is assumed by Seller or by any officer, person, firm,
agent or representative acting or purporting to act on behalf of Seller as to
the condition or repair of the Property or the value, expense of operation, or
income potential of the Property or any portion thereof or as to any other fact
or condition which has or might affect the Property or the condition, repair,
value, expense of operation or income potential of the Property or any portion
thereof.  The parties agree that all understandings and agreements
heretofore made between them or their respective agents or representatives are
merged in this Agreement and the Exhibits hereto annexed (including, without
limitation, the Environmental Escrow Agreement or the 45 Environmental
Indemnification to be entered into at Closing), which alone fully and completely
express their agreement, neither party relying upon any statement or
representation by the other unless such statement or representation is
specifically embodied in this Agreement, the Environmental Escrow Agreement or
the 45 Environmental Indemnification to be entered into at Closing, or the
Exhibits annexed hereto.  Except as set forth in Section 5.1.9, Seller
makes no representations or warranties as to whether the Property contains
asbestos or harmful or toxic substances or pertaining to the extent, location or
nature of same.  To the extent that Seller has provided or hereafter
may provide to Purchaser information from any inspection, engineering or
environmental reports concerning asbestos or harmful or toxic substances, Seller
makes no representations or warranties with respect to the accuracy or
completeness, methodology of preparation or otherwise concerning such
reports.

     

    1.2.5.           The
terms and provisions of this Section 1.2 shall
survive Closing or any termination of this Agreement.

     

    1.3.                  Agreement to
Convey.  Seller agrees to convey, and Purchaser agrees to
accept, title to the Land and Improvements by special warranty deeds in the form
attached hereto as Exhibit 9.2.1 and
made a part hereof (collectively, the “Deed”).

     

    2.      Price and
Payment.

     

    2.1.                  Purchase
Price.  The total purchase price to be paid for the Property
(“Purchase Price”) is
THREE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($3,500,000.00) U.S.,
based on the allocation set forth below.  Notwithstanding such
allocation or anything to the contrary contained herein, the purchase of the
Property is an integrated transaction and in no event shall Purchaser be
entitled to acquire less than all of the Property.

     


    
      
        
          


          
            	 
      	
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    Property
Location                                                                           Allocation
of Purchase Price

    


    15
Northeast Industrial
Road                                                                                     $1,200,000.00

    


    35
Northeast Industrial
Road                                                                                     $1,100,000.00

    


    45
Northeast Industrial
Road                                                                                     $1,200,000.00

    


    2.2.                  Payment.  Payment
of the Purchase Price is to be made as follows:

     

    2.2.1.           Within
three (3) business days of the execution of this Agreement by the parties,
Purchaser shall make an earnest money deposit of FIVE HUNDRED THOUSAND AND NO/100
DOLLARS ($500,000.00) (the “Initial Deposit”) by wire
transfer in available funds.

     

    2.2.2.           On
or before the thirtieth (30th) day after the Effective Date (or if such
thirtieth (30th) day is not a business day, on the business day next succeeding
said thirtieth (30th) day), Purchaser shall make an additional earnest money
deposit of FIVE HUNDRED
THOUSAND AND NO/100 DOLLARS ($500,000.00) (the “Additional Deposit”) by wire
transfer in available funds to Escrow Agent.  The Initial Deposit and
the Additional Deposit are referred to collectively herein as the “Deposit”.

     

    2.2.3.             The
Deposit, as installments of same are paid, will be placed and held in escrow by
First American Title Insurance Company, CityPlace II, 185 Asylum Street,
Hartford, Connecticut 06103 Attention:  Eliot Streim (“Escrow Agent”) in an
interest-bearing account at a mutually acceptable banking institution located in
Connecticut.  Any interest earned and accrued on the Deposit shall be
considered as part of the Deposit, but shall be reported as income to the
Purchaser.  Purchaser shall execute and deliver to Escrow Agent Form
W-9s and any other documents, forms or affidavits requested by Escrow Agent
regarding the reporting of interest on the Deposit to appropriate taxing
authorities.   Except as otherwise provided in this Agreement,
the Deposit shall be applied to the Purchase Price at Closing. The failure by
Purchaser to deposit with the Title Company any installment of the Deposit when
due (or, solely with respect to the Additional Deposit, within two (2) business
days of the due date hereof) shall result in the immediate, automatic
cancellation and termination of this Agreement upon written notice by Seller to
Purchaser, and upon such termination the Title Company shall return to Purchaser
any portion of the Deposit it shall have received and neither Seller nor
Purchaser shall have any further liability hereunder except for Purchaser’s
Indemnity Obligations set forth in Section 3.1.3, the
Purchaser’s obligations under Section 3.5 and the
parties’ respective indemnity obligations under Section
5.3

     

    2.2.4.           At
Closing, the Purchaser shall pay Seller THREE MILLION FIVE HUNDRED THOUSAND AND
NO/100 DOLLARS ($3,500,000.00) inclusive of the Deposit and subject to
adjustments and pro rations as expressly provided herein, to a bank account
designated by Seller by certified check, cashiers check, wire transfer or other
form of immediately available funds.

     


    
      
        
          


          
            	 
      	
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    2.3.           Closing.  Payment
of the Purchase Price and the closing hereunder (the “Closing”) will take place
pursuant to an escrow closing on February 2, 2010, at the offices of the Escrow
Agent at 10:00 a.m. local time or at such other time and place as may be agreed
upon in writing by Seller and Purchaser (the aforesaid date, or such other
agreed date, being referred to in this Agreement as the “Closing
Date”).  

     

    3.      Due
Diligence.

     

    3.1.                  Inspections.

     

    3.1.1.           Seller
acknowledges that Purchaser may, and Purchaser is hereby authorized to, conduct
an investigation of the Property, which shall include without limitation,
examination of title to the Property, surveying of the Property, conducting
tests, including environmental site assessments, to determine the presence or
absence of hazardous wastes, asbestos, radon and other similar materials and
substances, determining the compliance of the Property with all applicable laws,
rules, codes, regulations, licenses, permits, zoning, development and
governmental approvals, conducting engineering inspections, architectural
inspections, test borings, soil tests, percolation tests, site evaluations,
geotechnical studies, review and such other evaluations, inspections and tests
as Purchaser desires (collectively, “Purchaser’s
Inspections”).

     

    3.1.2.           Seller
shall provide Purchaser or Purchaser’s agents or representatives access to the
Property during normal business hours from the Effective Date to the Closing
Date for Purchaser to conduct Purchaser’s Inspections.

     

    3.1.3.           Purchaser
represents, warrants and agrees that, in making any physical or environmental
inspections of the Property, Purchaser or Purchaser’s agents shall carry
commercial general liability insurance with minimum limits per occurrence of not
less than One Million Dollars ($1,000,000) and Two Million Dollars ($2,000,000)
in the aggregate, which names Seller as an additional insured, and, upon request
of Seller, will provide Seller with written evidence of same, will not
unreasonably interfere with the activities of tenants or any persons occupying
or providing service at the Property, except as required by law will not reveal
to any third party not approved by Seller (other than Purchaser’s attorneys and
consultants and potential lenders and investors) the results of Purchaser’s
Inspections, and will restore physical damage caused by Purchaser’s
inspections.  Purchaser shall give Seller reasonable prior notice
(which notice may be telephonic) of its intention to conduct any physical or
environmental inspections, and Seller reserves the right to have a
representative present.  PURCHASER
SHALL NOT CONDUCT OR ALLOW ANY PHYSICALLY INTRUSIVE TESTING (INCLUDING, WITHOUT
LIMITATION, CORINGS, BORINGS, THE TAKING OF SAMPLES, AND SIMILAR ACTIVITIES) OF,
ON OR UNDER THE PROPERTY WITHOUT FIRST OBTAINING SELLER’S WRITTEN CONSENT WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD, AS TO THE TIMING AND SCOPE OF WORK
TO BE PERFORMED.  Seller agrees to respond to a request for
approval to conduct physically intrusive testing within 2 business
days.  Any failure to respond to any written request within such (2)
business day period shall be deemed an approval.  Purchaser agrees
(which agreement shall survive the Closing or termination of this Agreement) to
indemnify, defend, and hold Seller free and harmless

     


    
      
        
          


          
            	 
      	
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    from any
loss, injury, damage, claim, lien, cost or expense, including reasonable
attorneys’ fees and costs, arising out of the exercise by Purchaser or its
agents or representatives of the right of access under this Section 3.1, except
to the extent that any loss, injury, damage, claim, lien, cost or expense
results from any act or omission of Seller or its agents, contractors or
employees, and except that the foregoing indemnity shall not give rise to any
liability for the mere discovery of any existing condition.  This
indemnity shall survive the termination or expiration of this
Agreement.  Purchaser’s obligations under this Section 3.1.3 are
herein called “Purchaser’s
Indemnity Obligations”.  Purchaser’s Inspections shall be at
Purchaser’s expense.

     

    3.1.4.           Except
for Seller’s express representations and warranties specified in this Agreement
and in the documents and instruments executed and delivered by Seller in
connection with the Closing, Seller makes no representations or warranties as to
the truth, accuracy or completeness of any materials, data or other information
supplied to Purchaser in connection with Purchaser’s inspection of the Property
(e.g., that such materials are complete, accurate or the final version thereof,
or that all such materials are in Seller’s possession).  It is the
parties’ express understanding and agreement that such materials have been
provided only for Purchaser’s convenience in making its own examination and
determination as to whether it wishes to purchase the Property, and, in doing
so, except for Seller’s express representations and warranties specified in this
Agreement or in the documents and instruments executed and delivered by Seller
in connection with the Closing, Purchaser shall rely exclusively on its own
independent investigation and evaluation of every aspect of the Property and not
on any materials supplied by Seller.  Except for Seller’s express
representations and warranties specified in this Agreement or in the documents
and instruments executed and delivered by Seller in connection with the Closing,
Purchaser expressly disclaims any intent to rely on any such materials provided
to it by Seller in connection with its inspection and agrees that it shall rely
solely on its own independently developed or verified information.

     

    3.1.5.           Purchaser
acknowledges and agrees that there is no due diligence period with respect to
the contemplated transaction, and notwithstanding any state of facts, physical
condition, environmental condition or otherwise revealed by Purchaser’s
Inspections, except as expressly provided in this Agreement, Purchaser is not
entitled to return of the Deposit or termination of this Agreement.

     

    3.2.                  Intentionally
Deleted.

     

    3.3.                  Permitted
Exceptions

     

    3.3.1.           The
Property shall be conveyed to and accepted by Purchaser subject only to the
following (collectively, the “Permitted
Exceptions”):

     

    (i)           Zoning
and building regulations, and any and all provisions of any ordinance,
governmental regulation or law affecting said Property; provided no violation of
the same arises following the Effective Date as the result of any action of
Seller or any tenant of Seller following the Effective Date;

     

    (ii)           The
lien of non-delinquent real property and personal property taxes and
assessments, if any;

     


    
      
        
          


          
            	 
      	
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    (iii)           The
matters described on Exhibit
3.3.1;

     

    (iv)           Rights
of licensees under any service, maintenance, supply or other contracts to be
assumed by Purchaser at Closing;

     

    (v)           Any
state of facts that a personal inspection or survey of the Property would
reveal;

     

    (vi)           The
Lease and any New Leases; and

     

    (vii)           The
Reservations and Restrictions contained in the Deed and in the 45 Environmental
Easement (hereinafter defined).

     

    3.3.2.           Purchaser
shall be solely responsible for the cost of any title insurance policy that
Purchaser may require (including all endorsements thereto that Purchaser may
require and that are available in Connecticut).  Seller shall not be
obligated to provide to Purchaser’s title insurance company (the “Title Company”) any owner’s
affidavit, indemnity, certifications, or covenants, or be liable to Title
Company for any obligations or liabilities, beyond that expressly required under
this Agreement.

     

    3.4.                  Contracts.  Purchaser
shall assume at the Closing the Service Contracts which are identified on Exhibit
3.4  attached hereto (the “Assumed
Contracts”).  Seller shall terminate without penalty to
Purchaser all Service Contracts applicable to the Property other than the
Assumed Contracts, such termination to be effective no later than the Closing,
including without limitation the termination of any management agreement
affecting the Property.

     

    3.5.                  Confidentiality.  Unless
Seller specifically and expressly otherwise agrees in writing, Purchaser agrees
that all information regarding the Property of whatsoever nature made available
to it by Seller or Seller’s agents or representatives (“Proprietary Information”) is
confidential (except to the extent such information is already in or may come to
be in the public domain through no fault of Purchaser or anyone obtaining such
information through Purchaser) and shall not be disclosed to any other person
except those assisting Purchaser with the transaction, Purchaser’s lender and
investors, the Nominee (as defined herein) or the 45 Third Party Purchaser (as
hereinafter defined) (collectively, the “Purchaser Parties”) and then
only upon Purchaser making such person aware of the confidentiality restriction
and procuring, prior to any such disclosure, such person’s agreement to be bound
thereby, which agreement shall be in writing in the case of the Nominee or the
45 Third Party Purchaser.  In the event the purchase and sale
contemplated hereby fails to close for any reason whatsoever, Purchaser shall
return to Seller, or cause to be returned to Seller all Proprietary
Information.  Further, Purchaser agrees not to use or allow to be used
any Proprietary Information for any purpose other than to determine whether to
proceed with the contemplated purchase.  The foregoing shall not be
deemed to prevent Purchaser from complying with laws, rules, regulations and
court orders, including, without limitation, governmental regulatory,
disclosure, tax and reporting requirements, which may require disclosure of
Proprietary Information otherwise to be kept confidential pursuant to this Section 3.5, but only
to the extent such disclosure is required by any of the
foregoing.  Notwithstanding any other term of this Agreement, the
provisions of this Section 3.5
shall survive any termination of this Agreement prior to
Closing.

     


    
      
        
          


          
            	 
      	
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    4.                  Prior
to Closing.

     

    Until
Closing, Seller or Seller’s agent shall:

     

    4.1.                  Insurance; Risk of
Loss.  Keep the Property insured against fire and other hazards
covered by special form property insurance for full replacement value and
commercial general liability insurance against claims for bodily injury, death
and property damage occurring in, on or about the Property in commercially
reasonable amounts.  Until the Closing, the risk of loss by fire or
other casualty to the Property, and liability for personal injury or damage to
property of others at the Property, shall be borne by Seller, except as
expressly provided for herein.

     

    4.2.                  Operation.  Operate
and maintain the Property in a businesslike manner and substantially in
accordance with Seller’s past practices with respect to the Property, and make
any and all repairs and replacements reasonably required to deliver the Property
to Purchaser at Closing in its present condition, normal wear and tear excepted,
provided that in the event of any loss or damage to the Property as described in
Section 7,
Seller shall repair the Property only if Seller so elects.

     

    4.3.                  New
Contracts.  Enter into only those third party contracts which
are necessary to carry out its obligations under Section 4.2 and
which shall be cancelable without cause on thirty (30) days written notice
without payment of any termination fee.  If, after the date of this
Agreement, Seller enters into any such contract, it shall promptly provide
written notice thereof to Purchaser and unless Purchaser, within ten (10) days
thereafter, notifies Seller in writing of its intention to assume such contract,
it shall be treated as a contract not to be assumed by Purchaser under Section 3.4
hereof.

     

    4.4.                  Lease.  Not
amend or modify the Lease or any New Lease (hereinafter defined), approve any
sublease, or enter into any new lease, without providing Purchaser all relevant
supporting documentation, including, without limitation, tenant financial
information and a copy of the proposed amendment, modification, sublease or
lease, and without obtaining the prior written approval of Purchaser, which
approval may be withheld or conditioned in Purchaser’s sole and absolute
discretion.  Nothing herein shall restrict the Seller’s ability to
enter into non-binding letters of intent with prospective tenants with respect
to any lease of any portion of the Property. As used herein, “New Lease” shall
mean any lease entered into after the Effective Date with Purchaser’s prior
written approval.

     

    4.5.                  Title
Encumbrances.   Not
grant any easements or restrictions or consent to any other matter affecting
title to the Land and Improvements after the Effective Date without the prior
written consent of Purchaser, other than any notice of lease regarding any New
Lease, or any document contemplated under the terms of this
Agreement.

     

    4.6.                  Lease
Obligations.   Perform
all the obligations of the Landlord under the Forma Lease, and all the
obligations of the Landlord under any New Lease.

     


    
      
        
          


          
            	 
      	
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    5.      Representations
and Warranties.

     

    5.1.                  By
Seller.  Each of Neurogen Corp and Neurogen LLC represents and
warrants to Purchaser that:

     

    5.1.1.           Neurogen
Corp is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware, is authorized to do business in the
State of Connecticut, has duly authorized the execution and performance of this
Agreement, and such execution and performance shall not violate any material
term of its certificate of incorporation or bylaws.  This Agreement
has been, and all of the documents to be delivered by Neurogen Corp at the
Closing will be, authorized and executed and constitute, or will constitute, as
appropriate, the valid and binding obligations of Neurogen Corp.

     

    5.1.2.           Neurogen
LLC is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Connecticut, has duly authorized the
execution and performance of this Agreement, and such execution and performance
shall not violate any material term of its certificate of formation or operating
agreement.  This Agreement has been, and all of the documents to be
delivered by Neurogen LLC at the Closing will be, authorized and executed and
constitute, or will constitute, as appropriate, the valid and binding
obligations of Neurogen LLC.

     

    5.1.3.           Seller
is not, and as of the Closing shall not be, a “foreign person” as defined in
Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”) and any related
regulations.

     

    5.1.4.           Seller
is currently in compliance with and shall at all times during the term of this
Agreement remain in compliance with the regulations of the Office of Foreign
Asset Control (“OFAC”)
of the Department of the Treasury and any statute, executive order (including
the September 24, 2001, Executive Order Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism),
or other governmental action relating thereto.

     

    5.1.5.           The
Seller has not entered into any existing agreement that grants any person or
entity the right to purchase the Property, other than Purchaser or any of its
affiliates.

     

    5.1.6.           Neurogen
Corp has provided to Purchaser a true, correct and complete copy of the Forma
Lease and any amendments thereto.  There are no other tenancies or
other rights of use or occupancy (other than tenants in possession under the
Forma Lease or any New Lease and as may exist pursuant to any Service Contracts)
with respect to the Property.  Neurogen Corp has not received any
written notice of Landlord’s default under the Forma Lease which has not been
cured and there have been no claims asserted by the tenant under the
Forma  Lease for offsets against rents, or other monetary claims
against Neurogen Corp.  To the best of Seller’s knowledge, Neurogen
Corp has performed all of its obligations under the Forma Lease, including, but
not limited to, the completion of all tenant

     


    
      
        
          


          
            	 
      	
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    improvement
and construction work required to be completed by Neurogen Corp as the landlord
under the Forma Lease.  All leasing commissions (if any) for the Forma
Lease payable by Neurogen Corp have been paid in full or will be paid in full
prior to the Closing.  Neurogen Corp did not, on or before the
Effective Date,  receive any written or oral notice from the tenant
under the Forma Lease of such tenant’s intention to vacate the space demised
thereunder.

     

    5.1.7.           Seller has not received from any
governmental authority written notice of any material violation of any laws,
ordinances, codes, rules or regulations applicable (or alleged to be applicable)
to the Property, or any part thereof, that has not been corrected, except as may
be reflected by the property documents previously delivered to Purchaser, and
Seller has no knowledge of any such material violation.

     

    5.1.8.             To Seller’s knowledge, there is no
action or proceeding pending or threatened against Seller or related to the
Property that challenges or impairs Seller’s ability to execute or perform its
obligations under this Agreement or that adversely affects or could adversely
affect the Property or the ownership, use or occupancy
thereof.

     

    5.1.9.           Except as disclosed in the
environmental reports delivered to Purchaser or its representative prior to the
Effective Date, to Seller’s knowledge, there has been no storage or use of
hazardous materials on, in or under the Land, other than as may be permitted by
and in compliance with applicable law, nor any discharges or releases of
hazardous materials in, on or under the Land or Improvements.  As used
herein, the term “hazardous materials” means any hazardous or toxic chemical
agent, substance, material or waste, including, but not limited to, any
petroleum-based substance, which is regulated by any local governmental
authority, the State of Connecticut, the United States or any agency
thereof.

     

    5.1.10.             Seller
has delivered to Purchaser or its representative true and complete copies of all
final third party reports in its possession or control performed by or on its
behalf and relating to hazardous materials at the Land and
Improvements.

     

    


    Notwithstanding anything to the
contrary contained in this Section 5.1, Neurogen
Corp alone makes the representations and warranties in Section 5.1.1 and, as
to the Forma Lease, in Section 5.1.6,
Neurogen LLC alone makes the representations and warranties in Section 5.1.2 and
each of Neurogen LLC and Neurogen Corp makes the remaining representations as to
itself and its respective portion of the Property.  Whenever a
representation or warranty is made in this Agreement on the basis of the best of
Seller’s knowledge, or whether Seller has received written notice, such
representation, warranty or other statement is made solely on the basis of the
conscious, and actual, as distinguished from implied, imputed and constructive,
knowledge on the date that such representation or warranty is made, without
inquiry or investigation or duty thereof, except that Seller shall be required
to make inquiry of Stephen R. Davis (the officer of Seller having primary
responsibility for the sale of the Property), without attribution to
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    specific
officer of facts and matters otherwise within the personal knowledge of any
other officers or employees of Seller or third parties, including but not
limited to tenants and property managers of the Property, and excluding, whether
or not actually known by such specific officer, any matter known
to  Purchaser based on the conscious, and actual, as distinguished
from implied, imputed or constructive knowledge of, Stephen P. Lawrence or Lisa
Lawrence, at the time of Closing.  So qualifying Seller’s knowledge
shall in no event give rise to any personal liability on the part of Stephen R.
Davis or any other officer or employee of Seller, and so qualifying Purchaser’s
knowledge shall in no event give rise to any personal liability on the part of
Stephen P. Lawrence or Lisa Lawrence.

    


    It shall
be a condition precedent to Purchaser’s obligation to purchase the Property from
Seller that all of Seller’s representations and warranties contained in or made
pursuant to this Agreement shall have been true and correct in all material
respects when made and shall be true and correct in all material respects as of
the Closing Date; provided,
however,  that the same may be qualified to the extent Seller,
after the date hereof, becomes aware of facts or circumstances which cause any
of the same to be or become untrue or incorrect, all of which qualifications
shall be subject to Purchaser’s reasonable approval as a condition to
Purchaser’s obligation to close the transaction contemplated hereby, and which
shall be deemed approved if Purchaser fails to disapprove same within ten (10)
days after written notice thereof from Seller.  At the Closing and
subject to the foregoing sentence, Seller shall deliver to Purchaser a
certificate certifying that each of Seller’s representations and warranties in
this Agreement is true and correct as of the Closing Date.

    


    The
representations and warranties of Seller set forth in Section 5.1 of this
Agreement shall survive the Closing, but written notification of any claim
arising therefrom must be received by Seller no later than noon eastern time on
August 2, 2010 (and suit commenced with sixty (60) days after delivery of
notification of such claim) or such claim shall be forever barred and Seller
shall have no liability with respect thereto. The aggregate liability of the
Seller  with respect to all representations and warranties of Seller
contained herein shall not exceed One Hundred Thousand Dollars ($100,000.00);
provided, however, that there
shall be no limitation of liability with respect to intentional breaches of such
representations and warranties; provided, further, however, in no event
shall Seller be liable to Purchaser for any consequential, exemplary, or
punitive damages in respect of any such breach.

    


    5.2.                  By
Purchaser.  Purchaser represents and warrants to Seller
that:

     

    5.2.1.           Purchaser
is a corporation duly organized, validly existing and in good standing under the
laws of the state of its formation and is or on the Closing Date will be
authorized to transact business in the State of Connecticut, and has duly
authorized the execution, delivery and performance of this Agreement, and such
execution, delivery and performance shall not violate any material term of any
of its certificate of incorporation or bylaws.  This Agreement has
been, and all of the documents to be delivered by Purchaser at the Closing will
be, authorized and executed and constitute, or will constitute, as appropriate,
the valid and binding obligations of Purchaser.

     

    5.2.2.           Purchaser
is acting as principal in this transaction with authority to close the
transaction.  This Agreement is the valid and legally binding
obligation of Purchaser.

     


    
      
        
          


          
            	 
      	
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    5.2.3.           Purchaser
and its shareholders or members are a citizen of, or partnership, corporation or
other form of legal person domesticated in the United States of
America.

     

    5.2.4.           Purchaser
is currently in compliance with and shall at all times during the term of this
Agreement remain in compliance with the regulations of OFAC and any statute,
executive order (including the September 24, 2001, Executive Order Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to
Commit, or Support Terrorism), or other governmental action relating
thereto.

     

    It shall be a condition precedent to
Seller’s obligation to sell the Property to Purchaser that all of Purchaser’s
representations and warranties contained in or made pursuant to this Agreement
shall have been true and correct in all material respects when made and shall be
true and correct in all material respects as of the Closing Date. At the
Closing, Purchaser shall deliver to Seller a certificate certifying that each of
Purchaser’s representations and warranties in this Agreement is true and correct
as of the Closing Date.

    


    5.3.                  Mutual.  Each
of Seller and Purchaser represents to the other that it has had no dealings,
negotiations, or consultations with any broker, representative, employee, agent
or other intermediary except O, R & L Commercial Real Estate (“O, R & L”) in connection
with this Agreement or the sale of the Property.  Seller shall
indemnify, defend and hold Purchaser free and harmless from the claims of any
broker(s), representative(s), employee(s), agent(s) or other intermediary(ies)
claiming to have represented Seller or otherwise to be entitled to compensation
in connection with this Agreement or in connection with the sale of the Property
(including O, R & L) based upon the acts or omissions of
Seller.  Purchaser shall indemnify, defend and hold Seller free and
harmless from any liability, loss, claim or demand, including, without
limitation, attorneys’ fees and other costs (including attorneys’ fees and costs
arising out of the enforcement of this indemnification), arising out of or
attributable to the claims of any broker(s), representative(s), employee(s),
agent(s) or other intermediary(ies) claiming to have represented Purchaser or
otherwise to be entitled to compensation in connection with this Agreement or in
connection with the sale of the Property (excluding O, R & L) based upon the
acts or omissions of Purchaser. The terms and provisions of this Section 5.3 shall
survive Closing or any termination of this Agreement.  Seller shall
compensate O, R & L for a brokerage commission arising out of this sale
pursuant to a separate agreement.

     

    6.      Costs and
Prorations.

     

    6.1.                  Purchaser’s
Costs.  Purchaser shall pay the following costs of closing this
transaction:

     

    6.1.1.           The
fees and disbursements of its counsel, inspecting architect and engineer, if
any;

     

    6.1.2.           The
cost of any escrow fees charged by Escrow Agent to close the transfer of title
contemplated hereunder (after deducting Seller’s payment under Section
6.2.6);

     

    6.1.3.           The
cost of any title insurance, including the Title Commitment, any title insurance
policy, any additional premium charge(s) for endorsements and/or deletion(s) of
exception items (subject to the provisions of Section 10.3) and
any

     


    
      
        
          


          
            	 
      	
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    cancellation
charge(s) imposed by any title company in the event a title insurance policy is
not issued;

     

    6.1.4.           The
entire cost of any survey required by Purchaser;

     

    6.1.5.           Recording
fees for the Deed and any documents related to any financing obtained by
Purchaser; and

     

    6.1.6.           Any
other expense(s) incurred by Purchaser or its representative(s) in inspecting or
evaluating the Property or closing this transaction.

     

    6.2.                  Seller’s
Costs.  Seller shall pay:

     

    6.2.1.           
The conveyance taxes imposed by the State of Connecticut and the Town of
Branford;

     

    6.2.2.           O,
R & L’s fee to the extent any such fee is payable pursuant to Seller’s
separate agreement with O, R & L;

     

    6.2.3.           The
fees and disbursements of its counsel;

     

    6.2.4.           Any
recording fees for documents necessary to deliver the required title in
accordance with the terms of this Agreement;

     

    6.2.5.           The
filing fees for the Property Transfer Forms (hereinafter defined);
and

     

    6.2.6.           One-half
of any escrow fees charged by Escrow Agent to close the transfer of title
contemplated hereunder, up to a maximum amount of $250 to be paid by
Seller.

     

    6.3.                  Prorations.

     

    6.3.1.           Vault
charges, sewer charges, utility charges and operating expenses actually paid or
payable as of the Closing Date and rents (expressly excluding, however, tenant
reimbursements for Taxes and Operating Costs, as defined below) paid by the
tenants under the Forma Lease and any New Lease (collectively, “Tenant Receivables”) shall be
prorated as of the Closing Date and adjusted against the Purchase Price,
provided that within ninety (90) days after the Closing, Purchaser and Seller
shall make a further adjustment for such charges which may have accrued or been
incurred prior to the Closing Date, were not collected or paid on or before the
Closing Date but were collected or paid within such ninety (90) day
period.

     

    6.3.2.           Neurogen
Corp, as landlord under the Lease, is currently collecting from the tenant under
the Forma Lease additional rent to cover insurance, utilities (to the extent not
paid directly by such tenant), common area maintenance and other operating costs
and expenses (collectively, “Operating Costs”) in
connection with the ownership, operation, maintenance and management of the
Neurogen Corp Land and Neurogen Corp Improvements.  To the extent that
any additional rent (including, without limitation, estimated payments for
Operating Costs) is paid by the tenant to the landlord

     


    
      
        
          


          
            	 
      	
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    under the
Forma Lease based on an estimated payment basis (monthly, quarterly, or
otherwise) for which a future reconciliation of actual Operating Costs to
estimated payments is required to be performed at the end of a reconciliation
period, Purchaser and Seller shall make an adjustment at Closing for the
applicable reconciliation period based on a comparison of the actual Operating
Costs to the estimated payments at the Date of Closing.  If, as of the
Date of Closing, Neurogen Corp has received additional rent payments in excess
of the amount that the tenant under the Forma Lease will be required to pay,
based on the actual Operating Costs as of the Date of Closing, Purchaser shall
receive a credit in the amount of such excess.  If, as of the Date of
Closing, Neurogen Corp has received additional rent payments that are less than
the amount that such tenant would be required to pay based on the actual
Operating Costs as of the Date of Closing, Purchaser will promptly pay to Seller
the deficiency, but only to the extent such deficiency is actually collected by
Purchaser from said tenant after the Closing.  Real estate taxes
collected from the tenant under the Forma Lease as additional rent shall be
addressed in the same manner with respect to the payments collected from such
tenant up to the Date of Closing. Operating Costs that are not payable by such
tenant either directly or reimbursable under the Forma Lease, and real estate
taxes (including those payable by the tenant under the Forma Lease but not yet
paid) shall be adjusted between Seller and Purchaser as set forth in Section 6.3.1 above
and shall be reasonably estimated by the parties if final bills are not
available.  Purchaser shall have responsibility for preparing any
Operating Cost and  tax reconciliations under the Forma Lease for the
current and subsequent tax years and calendar years.  To the extent
not previously delivered to Purchaser, Neurogen Corp will deliver to Purchaser
prior to Closing documentation reasonably supporting the Operating Costs and
real estate taxes collected by Neurogen Corp prior to the Closing from the
tenant under the Forma Lease and that are necessary for Purchaser to prepare any
reconciliations required under the Forma Lease for Operating Costs and real
estate tax payments with respect to the tax year and calendar year in which the
Closing occurs.  If either Neurogen Corp or Neurogen LLC enters into
any New Lease which provides for additional rent in the form of a share of
estimated insurance, utilities, common area maintenance and other operating
costs and expenses or real estate taxes, the Seller entity which owns the
applicable portion of the Property so leased and the Purchaser shall adjust for
and reconcile the same in manner similar to that described for the Forma
Lease.

     

    6.3.3.           All
prorations shall be made on a 365-day calendar year basis, using actual number
of days in the month.

     

    6.4.                  Taxes.  General
real estate taxes, personal property taxes, special assessments (and
installments thereof) and other governmental taxes and charges relating to the
Property, including annual or periodic permit fees (collectively, “Taxes”) payable during the
year in which Closing occurs shall be prorated as of the Closing Date and
adjusted against the Purchase Price.  If Closing occurs before the
actual Taxes payable during such year are known, the proration of Taxes shall be
upon the basis of Taxes for the Property payable during the immediately
preceding year; provided, however, that if the Taxes payable during the year in
which Closing occurs are thereafter determined to be more or less than the Taxes
payable during the preceding year (after any appeal of the assessed valuation
thereof is concluded), Seller and Purchaser promptly (but no later than ninety
(90) days after the Closing except in the case of an ongoing tax protest) shall
adjust the proration of Taxes and Seller or Purchaser, as the case may be, shall
pay to the other any amount required as a result

     


    
      
        
          


          
            	 
      	
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    of such
adjustment, and further provided that any re-proration of real estate taxes
shall take into account only increases in the tax rate or mill rate, i.e., any
portion of any real estate tax increase attributable to an increase in assessed
value that occurs subsequent to Closing shall not be taken into
account.  This provision shall survive Closing.

     

    6.5.                  Rent.

     

    6.5.1.           Notwithstanding
anything to the contrary contained herein, Tenant Receivables not collected by
Seller as of Closing shall not be prorated between Seller and Purchaser at
Closing but shall be apportioned on the basis of the period for which the same
is payable if, as and when collected, as follows:

     

               (i)           Tenant
Receivables and other income received from the tenants under the Forma Lease and
any New Lease (collectively, the “Leases”) after Closing shall be applied in the
following order of priority: (a) first, to Tenant Receivables which become
due after Closing, which amount shall be retained by Purchaser; (b) second,
to payment of the Tenant Receivables for the month in which the Closing occurs,
which amount shall be apportioned between Purchaser and Seller as of the Closing
Date (with Seller’s portion thereof to be delivered to Seller); (c) third, to
delinquent Tenant Receivables which were due and payable as of Closing for any
period prior to the month in which the Closing occurred but not collected by
Seller as of Closing, which amount shall be delivered to
Seller.  Purchaser shall use its commercially reasonable efforts
during the six (6) month period immediately following the Closing to collect and
promptly remit to Seller rents or other amounts due Seller for the period prior
to the Closing; provided, however, Purchaser
shall not be obligated to commence any legal proceeding to collect such
amounts.  Notwithstanding the foregoing, for a period of one (1) year
after Closing, Seller shall have the right to pursue the collection of
delinquent Tenant Receivables related to any period prior to Closing without
prejudice to Seller’s rights or Purchaser’s obligations hereunder; provided, however, Seller shall
have no right to cause any such tenant or licensee to be evicted or to exercise
any other “landlord” remedy (as set forth in such tenant’s Lease) against such
tenant other than to sue for collection.  Purchaser expressly agrees
that if Purchaser receives any amounts after the Closing Date to which Seller is
entitled, Purchaser shall remit the same to Seller within ten (10) business days
after receipt thereof less reasonable, actual costs and expenses of collection,
including reasonable attorneys’ fees, court costs and disbursements, if
any.  Seller expressly agrees that if Seller receives any amounts
after the Closing Date which are attributable, in whole or in part, to any
period after the Closing Date, Seller shall remit to Purchaser that portion of
the monies so received by Seller to which Purchaser is entitled within ten (10)
business days after receipt
thereof.      

     

    6.6.                  In
General.  Any other costs or charges of closing this
transaction not specifically mentioned in this Agreement shall be paid and
adjusted in accordance with local custom in New Haven County,
Connecticut.  For purposes of this Section 6, “Seller”
shall mean such Seller entity owning the applicable portion of the Property to
which the cost or charge appertains.

     

    6.7.                  Purpose and
Intent  Except as expressly provided herein, the purpose and
intent of the provisions of this Agreement relating to prorations, adjustments
and apportionments is that Seller shall bear all expenses of ownership and
operation of the Property and shall receive all income therefrom accruing
through midnight at the end of the day preceding the Closing and Purchaser shall
bear all such expenses and receive all such income accruing
thereafter.  This provision shall survive Closing.

     


    
      
        
          


          
            	 
      	
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    6.8.                  Closing
Adjustment.  Seller and Purchaser shall jointly prepare a
Closing adjustment on the basis set out above and shall endeavor to deliver such
computation to Escrow Agent at least one (1) business day prior to
Closing.

     

    6.9.                  Post-Closing
Reconciliation.  If any of the aforesaid prorations cannot be
calculated accurately on the Closing Date, then they shall be calculated as soon
after the Closing Date as feasible, but in any event no later than ninety days
following the Closing Date (or if such ninetieth day is not a business day, on
the next business day following said ninetieth day). Notwithstanding any
provision contained in this Agreement to the contrary, after the expiration of
said period, no further adjustments, credits or prorations shall be made or
allocated between the parties under this Agreement for any of the items listed
in this Section
6, except for Taxes and any delinquent Tenant Receivables due to
Seller.

     

    6.10.                  Other
Items.  All cash in any operating, reserve or other property
accounts on the Closing Date shall belong to Seller.

     

    6.11.                  Survival.  The
provisions of this Section 6 shall
survive Closing.

     

    7.      Damage,
Destruction or Condemnation

     

    7.1.                  Material
Event.  If, prior to Closing, any of the following occurs
(each, a “Material Event”) (a) a Material Amount (as defined below) of the net
rentable area of the Buildings is damaged, destroyed or subjected to a
condemnation action, or (b) the parking spaces on the Property are subjected to
a condemnation action to an extent that, after taking into account any
replacement parking spaces that may be created on the Property, the Property is
not in compliance with applicable laws with respect to the required number of
parking space for the Property under its current use, (c) reasonable access to
the Property is taken by eminent domain, or (d) solely as a result of any of the
foregoing, the tenant under the Forma Lease has a right to terminate the Lease
(and such tenant does not waive such right) or Purchaser’s prospective mortgage
lender withdraws the Commitment (hereinafter defined), then Purchaser may elect
to terminate this Agreement by giving written notice of its election to Seller
within ten (10) business days after receiving written notice from Seller of such
destruction or taking, which notice from Seller shall be given not later than
thirty (30) days following the date of such event.  Such notice shall
include a description of the destruction or condemnation, together with Seller’s
estimate of the cost to repair or restore as reasonably determined by Seller and
the amount of the applicable insurance deductible, or the value of the
condemnation award payable to Seller as set forth in the demand or pleading of
the condemning authority.  If Purchaser does not give such written
notice within such ten (10) business day period, this transaction shall be
consummated on the later of (i) the Closing Date set forth in Section 2.5, or (ii)
fifteen (15) business days after Purchaser receives Seller’s notice of the
destruction or condemnation, and at the Purchase Price provided for in Section 2, and
Seller shall assign to Purchaser the physical damage proceeds of any insurance
policy(ies) payable to Seller, plus credit Purchaser the amount of any
applicable deductible, or Seller’s portion of any condemnation award, in both
cases, up to the amount of the Purchase Price.  As used herein, “Material Amount” means
destruction or condemnation in an amount greater than $350,000.00.

     

    7.2.                  Immaterial
Event.  If, prior to Closing, any damage, destruction or taking
by eminent domain occurs which is not a Material Event, then subject to all the
other terms and conditions of this Agreement, Purchaser shall close this
transaction on the date and at the

     


    
      
        
          


          
            	 
      	
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    Purchase
Price agreed upon in Section 2, and
Seller shall assign to Purchaser the physical damage proceeds of any insurance
policies payable to Seller, plus credit Purchaser the amount of any applicable
deductible, or Seller’s portion of any condemnation award, in both cases, up to
the amount of the Purchase Price.

     

    7.3.                  Termination and Return of
Deposit.  If Purchaser elects to terminate this Agreement
pursuant to this Section 7,
Purchaser shall return to Seller all copies of all studies, reports, plans and
other materials supplied by Seller, and, if Purchaser is not, on the date of
such election, in material default under this Agreement,  the Deposit
shall be promptly returned to Purchaser (after deduction for any obligations
that have accrued with respect to Purchaser’s Indemnity
Obligations).

     

    8.      Notices.

     

    Any notice required or permitted to be
given hereunder shall be deemed to be given when hand delivered, on the date
when delivered by Emery Air Freight, Airborne, Federal Express, UPS overnight,
or similar overnight express service (unless such delivery is refused, in which
case such notice shall be deemed given on the date delivery thereof is refused),
or on the date when delivered by facsimile transmission with written electronic
confirmation of receipt (provided that a copy of such notice is also transmitted
by nationally recognized overnight courier on such date to the applicable party
at its address listed below), in any case addressed to the parties at their
respective addresses referenced below:

    


    
      	
              If
      to Purchaser:

            	
              Investment
      Capital Partners, Ltd.

              1552
      Post Road

              Fairfield,
      CT  06824

            
	
                   Attention:  Stephen
      P. Lawrence

            	 
      
	 
      	
              Phone:
      (203) 259-5505

            
	 
      	
              Fax:     (203)
      259-2606

            
	
              With
      a copy to:

            	
              Berkowitz,
      Trager & Trager, LLC

              8
      Wright Street

              Westport,
      CT  06880

            
	 
      	
              Attention:  Steven
      M. Siegelaub, Esq.

            
	 
      	
              Phone:
      (203)  291-8223

            
	 
      	
              Fax:     (203)  226-3801

               

            
	
              If
      to Seller:

            	
              Neurogen
      Corporation

              Neurogen
      Properties LLC

              45
      Northeast Industrial Road

              Branford,
      CT 06405

            
	 
      	
              Attention:                 Stephen
      R. Davis,

              President and Chief Executive
      Officer

            
	 
      	
              Phone:  (203)
      315-3016

            
	 
      	
              Fax:      (203)
      488-4710

            
	
              With
      a copy to:

            	
              Day
      Pitney LLP

              242
      Trumbull Street

              Hartford,
      Connecticut 06103-3499

              Attention:  Rosemary
      G. Ayers, Esq.

              Phone:  (860)
      275-0185

              Fax:  (860)
      275-0343

            


    

     

    or, in
each case, to such other address as either party may from time to time designate
by giving notice in writing to the other party.  Telephone numbers are
for informational purposes only.  Effective notice shall be deemed
given only as provided above.  The attorneys for the parties may give
notices on behalf of their clients.

     

    9.      Closing.

     

    9.1.                  Closing
Instructions.

     

    9.1.1.           The
funds required from Purchaser and all acts and documents required of Purchaser
in order to effectuate the Closing pursuant hereto shall be deposited with
Escrow Agent and be performed no later than 2:00 p.m. eastern time on the
Closing Date and shall be available for immediate distribution at
Closing.

     

    9.2.                  Seller’s
Deliveries.  Seller shall deliver or cause to be delivered,
either at the Closing or by making available at the Property, as appropriate,
the following original documents, each executed and, if required,
acknowledged:

     

    9.2.1.           A
Deed with respect to the Neurogen Corp Land and Neurogen Corp Improvements
comprising 15 Northeast Industrial Road from Neurogen Corp, a Deed with respect
to the Neurogen Corp Land and Neurogen Corp Improvements comprising 35 Northeast
Industrial Road from Neurogen Corp. and a Deed with respect to the Neurogen LLC
Land and the Neurogen LLC Improvements from Neurogen LLC, all in the form
attached hereto as Exhibit 9.2.1, along
with the necessary conveyance tax statements.

     

    9.2.2.           (i) Copies
(or originals, to the extent in Seller’s possession) of all contracts relating
to the Property which Purchaser has elected or is deemed to have elected to
assume; and (ii) an assignment of such contracts to Purchaser relating to
the Neurogen Corp Land and Neurogen Corp Improvements from Neurogen Corp, and an
assignment of such contracts relating to the Neurogen LLC Land and the Neurogen
LLC Improvements from Neurogen LLC, both by way of assignment and assumption
agreements, in the form attached hereto as Exhibit 9.2.2.

     

    9.2.3.           (i)
Copies (or originals, to the extent in Seller’s possession) of all unexpired,
transferable warranties and guarantees then in effect, if any, with respect to
the improvements located on the Property or any repairs or renovations to such
improvements being conveyed hereunder, and (ii) an assignment from each of
Neurogen Corp and Neurogen LLC with respect to the same as to its respective
portion of the Property, in the form attached hereto as Exhibit 9.2.3.

     


    
      
        
          


          
            	 
      	
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    9.2.4.           All
books and records with respect to the Property held by or for the account of
Seller at the Property, including without limitation, plans and specifications,
as available.

     

    9.2.5.           An
affidavit from each of Neurogen Corp and Neurogen LLC pursuant to the Foreign
Investment and Real Property Tax Act in the form attached hereto as Exhibit 9.2.5.

     

    9.2.6.           A
statement of each of Neurogen Corp and Neurogen LLC in the form attached hereto
as Exhibit
9.2.6.

     

    9.2.7.           The
reaffirmation of Seller’s warranties and representations referred to in Section
5.1.

     

    9.2.8.           The
Property Transfer Forms (hereinafter defined), each of which Property Transfer
Forms shall be executed by Neurogen Corp (as to 15 and 35 Northeast Industrial
Road) and Neurogen LLC (as to 45 Northeast Industrial Road) as transferor and by
Neurogen Corp as Certifying Party, as to all such Property Transfer
Forms.

     

    9.2.9.           The
Leases (an original to the extent in Seller’s possession and if neither an
original is in Seller’s possession nor a copy thereof is attached to any
estoppel certificate of the tenant thereunder delivered in connection with the
Closing, a copy thereof certified as true, correct and complete by
Seller)  and an assignment of the Leases by the Seller of that portion
of the Property demised thereunder by way of an assignment and assumption
agreement in the form attached hereto as Exhibit 9.2.9.

     

    9.2.10.             A
resolution and incumbency certificate evidencing the authority of the persons
executing documents on behalf of each Seller entity, a certificate of legal
existence of each Seller entity issued by the Secretary of State of each
entity’s formation and a certificate of qualification for Neurogen Corp to
transact business issued by the Secretary of State of the State of
Connecticut.

     

    9.2.11.             A
notice letter to the tenant(s) under the Leases in a form attached hereto as
Exhibit 9.2.11
advising such tenant(s) of the transfer to Purchaser of the portion of the
Property in which the tenant’s demised premises are located, executed by the
Seller entity holding title thereto.

     

    9.3.                  Purchaser’s
Deliveries.  At the closing,
Purchaser shall (i) pay Seller the Purchase Price, (ii) execute and deliver to
Seller the reaffirmation of warranties and representations referred to in Section 5.2 and the
agreements referred to in Section 9.2.2(ii) and
Section 9.2.9,
(iii) execute and deliver to Seller the Property Transfer Forms (as transferee)
and (iv) deliver to Seller a resolution and incumbency certificate evidencing
the authority of the persons executing documents on behalf of Purchaser and a
certificate of good standing of Purchaser issued by the Secretary of State of
the State of its formation and, to the extent required by law or if the
Purchaser is otherwise so qualified, a certificate of qualification to transact
business issued by the Secretary of State of the State of
Connecticut.  In the event that the Purchaser has designated and
appointed a Nominee to take title to 45 Northeast Industrial Road pursuant to
Section 12.4.6,
Purchaser shall deliver to Neurogen LLC at the Closing (and it shall be a
condition precedent to Neurogen LLC’s agreement to permit the appointment of
such Nominee) the following: (a)  a reaffirmation document in
the

     


    
      
        
          


          
            	 
      	
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    form of
Exhibit 9.3
attached hereto executed by such nominee, (b) the agreements and documents
referred to in Sections 9.2.2(ii)
(if there are any Assumed Contracts relating thereto), 9.2.3, 9.2.9 (if there are
any assigned leases relating thereto) and 9.8 as they pertain
to such property and the 45 Environmental Indemnification (hereinafter defined),
executed by such Nominee, (iii) the Property Transfer Form applicable to such
property, executed by such Nominee (as transferee), (iv) a resolution and
incumbency certificate evidencing the authority of the persons executing
documents on behalf of such Nominee and a certificate of good standing of such
Nominee issued by the Secretary of State of the State of its formation and, to
the extent required by law or if said Nominee is otherwise so qualified, a
certificate of qualification to transact business issued by the Secretary of
State of the State of Connecticut.

     

    9.4.                  Possession.  Purchaser
(or, if a Nominee has been appointed under Section 12.4.6, such
Nominee with respect to 45 Northeast Industrial Road) shall be entitled to
exclusive possession of the Property upon conclusion of the Closing, subject
only to the Permitted Exceptions.

     

    9.5.                  Insurance.  Seller
shall terminate its policies of insurance as of the time of
Closing  on the Closing Date and Purchaser shall be responsible for
obtaining its own insurance thereafter (or, if a Nominee has been appointed
under Section
12.4.6, such Nominee with respect to 45 Northeast Industrial
Road).

     

    9.6.                  Utility Service and
Deposits.   Seller shall be entitled to the return of any
deposit(s) posted by it with any utility company and Purchaser (or, if a Nominee
has been appointed under Section 12.4.6, such Nominee with respect to 45
Northeast Industrial Road) shall notify each utility company serving the
Property to terminate Seller’s account, effective at noon on the Closing Date,
such notice to be in the form of Exhibit 9.6 attached
hereto.

     

    9.7.                  Notice
Letters.  Subsequent to Closing, Seller shall provide to
Purchaser copies of form letters to service, maintenance, supply and other
contractors serving the Property under the Assumed Contracts, advising them of
the sale of the Property to Purchaser and directing to Purchaser all bills for
the services provided to the Property on and after the Closing Date (or, if a
Nominee has been appointed under Section 12.4.6, in
each case, to such Nominee with respect to 45 Northeast Industrial Road).

     

    9.8.                  Mutual
Obligation.  Seller and Purchaser (or, if a Nominee has been appointed
under Section
12.4.6, such Nominee with
respect to 45 Northeast Industrial Road) shall each deposit such other
instruments as are reasonably required by Escrow Agent or otherwise required to
close the Escrow and consummate the acquisition of the Property in accordance
with the terms hereof (provided that in no event shall any such documents
increase the liability of Purchaser (or such Nominee) or Seller).

     

    10.           Default; Failure of
Condition.

     

    10.1.                  Purchaser
Default.  If Purchaser shall breach or default under this
Agreement and the breach or default continues beyond the expiration of the cure
period, if any, provided for in Section 12.6
hereof, the Deposit shall be retained by Seller as liquidated damages (as its
sole remedy, other than with respect to  Purchaser’s Indemnity
Obligations set forth in Section 3.1.3, the
Purchaser’s obligations under Section 3.5 and
Purchaser’s indemnity obligations under Section 5.3) and both
parties shall be relieved of

     


    
      
        
          


          
            	 
      	
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    and
released from any further liability hereunder except for Purchaser’s Indemnity
Obligations set forth in Section 3.1.3, the
Purchaser’s obligations under Section 3.5 and the
parties’ respective indemnity obligations under Section
5.3).  Seller and Purchaser agree that the Deposit is a fair
and reasonable amount to be retained by Seller as agreed and liquidated damages
in light of Seller’s removal of the Property from the market and the costs
incurred by Seller and shall not constitute a penalty or a
forfeiture.

     

    10.2.                  Seller
Default.  If Seller shall (a) refuse or fail to convey the
Property as herein provided for any reason other than (i) a breach or
default by Purchaser under this Agreement and the expiration of the cure period,
if any, provided under Section 12.6
hereof, (ii) the existence of a Pending Default (as defined in and
contemplated by Section 12.6),
or (iii) any other provision of this Agreement which permits Seller to
terminate this Agreement or otherwise relieves Seller of the obligation to
convey the Property, or (b) shall breach or default under any other material
obligation under this Agreement for any reason other than one described in the
foreclosing clauses (i), (ii) or (iii), and such breach or default continues
beyond the expiration of the cure period, if any, provided for in Section 12.6
hereof,  Purchaser shall elect as its sole remedy hereunder either to
terminate this Agreement and recover the Deposit or to enforce the Seller’s
obligations to convey the Property or perform its material obligations in
accordance with this Agreement, provided that no such action in specific
performance shall seek to require the Seller to do any of the following:
(a) change the condition of the Property (except as set forth in Section 4.2 hereof)
or restore the same after any fire or other casualty; (b) subject to Section 10.3
below, expend money or post a bond to remove a title encumbrance or defect or
correct any matter shown on a survey of the Property, or (c) secure any permit,
approval, or consent with respect to the Property or Seller’s conveyance of the
Property.  If Purchaser so terminates this
Agreement, Purchaser shall return to Seller all copies of all studies, reports,
plans and other materials supplied by Seller, which obligations shall survive
such termination.

     

    10.3.                  Failure of
Condition.  If prior to Closing Seller discloses to Purchaser
or Purchaser discovers that (i) title to the Property is subject to defects,
limitations or encumbrances other than Permitted Exceptions, or (ii) any
representation or warranty of Seller contained in this Agreement is or, as of
the Closing Date, will be untrue, then Purchaser shall promptly give Seller
written notice of its objection thereto.  In such event, Seller may
elect to postpone the Closing for up to the earlier of (i) one business day
prior to the expiration of Purchaser’s commitment for purchase money mortgage
financing, or (ii) thirty (30) days, and attempt to cure such objection,
provided that Purchaser may not object to the state of title of the Property on
the basis of any Permitted Exceptions.  The parties acknowledge and
agree that Seller shall have no obligation to cure any objection, provided that
notwithstanding the foregoing, Seller shall be obligated to release and
discharge, or otherwise satisfy to the reasonable satisfaction of Purchaser and
the Title Company, all mechanics’ liens for work performed by or on behalf of
Seller, any other voluntary liens against the Property of an ascertainable
amount created by, under or through Seller, and all mortgages encumbering the
Property (collectively, “Seller’s Liens”), and, to the
extent the same does not constitute a Permitted Exception, any easement or
encumbrance created by any voluntary act of Seller without Purchaser’s written
consent (“Other Voluntary Encumbrances”) with Seller having the right to apply
the Purchase Price or a portion thereof for such purpose.  If
Purchaser fails to waive the objection within ten (10) days after notice from
Seller that Seller will not cure the objection (other than Seller’s Liens and
Other Voluntary Encumbrances, which Seller shall be obligated to cure to the
extent set forth

     


    
      
        
          


          
            	 
      	
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    above),
this Agreement shall terminate automatically and Seller shall promptly return
the Deposit to Purchaser (after deduction for any obligations that have accrued
with respect to Purchaser’s Indemnity Obligations), and neither party shall have
any liability to the other except for Purchaser’s Indemnity Obligations set
forth in Section
3.1.3, the Purchaser’s obligations under Section 3.5 and the
parties’ respective indemnity obligations under Section 5.3, except
that if any such representation made as of the date of this Agreement was an
intentional material misrepresentation,  Seller also shall reimburse
Purchaser for all reasonable out-of-pocket expenses of due diligence incurred by
Purchaser prior to the date of termination by Purchaser under this Section
10.3.  If this Agreement is terminated pursuant to this Section 10.3,
Purchaser shall return to Seller all copies of all studies, reports, plans and
other materials supplied by Seller, which obligation shall survive such
termination.

     

    11.           Transfer Act.

     

    11.1.                  Property
Transfer Forms.   The parties
acknowledge that each of 15 Northeast Industrial Road, 35 Northeast Industrial
Road and 45 Northeast Industrial Road is an “establishment” under Connecticut
General Statutes Section 22a-134 et seq (the “Transfer
Act”).  In connection with the foregoing, Seller shall prepare or
cause to be prepared at its expense the appropriate Transfer Act filings,
together with an Environmental Condition Assessment
Form,  (collectively, the “Property Transfer Forms”) as to the
Property.  The Seller entity holding title to the portion of the
Property covered by a Property Transfer Form shall sign such Property Transfer
Form as the transferor, Purchaser shall sign said Property Transfer Form as
transferee and Neurogen Corp shall sign such Property Transfer form as
Certifying Party.  Said documents shall thereafter be filed by the
applicable Certifying Party at its expense in compliance with the Transfer
Act.   Seller shall submit a draft copy of the Property Transfer
Forms to the Purchaser at least three (3) business days prior to Closing for its
review.

     

    11.2.                  Environmental Access
Agreement.   Purchaser agrees that any Certifying Party,
its successors and assigns shall be entitled to avail itself of the remedial
alternatives available to comply with the Remediation Standard Regulations,
Regulations of Connecticut State Agencies, Section 22a-133k-1, et seq. (the
“RSRs”), excluding the use of environmental land use restrictions or engineered
controls.  Notwithstanding the foregoing, Purchaser agrees that any
Certifying Party may use an environmental land use restriction that solely
limits use of the Property to commercial/industrial use.  The Seller and the Purchaser, for themselves and their respective
successors and assigns, agree to reasonably cooperate with each other, to the
extent either should require data or information at any time for purposes of
compliance with the Transfer Act, including the securing of any necessary
permits or approvals from any governmental agency.  The Purchaser, for itself and its successors and
assigns agrees that, subsequent to the
transfer of the Property to the Purchaser, any entity acquiring a leasehold or
other tenancy or occupancy interest or security interest or any other interest
in the Property or any part thereof shall acquire such interest subject to the
terms of this Section
11.2 and, upon request of the Seller, shall confirm such subordination of
its interest to this Section 11.2 by
signing any documents reasonably requested by the Seller.  The Deed
for each of 15 Northeast Industrial Road and 35 Northeast Industrial Road shall
contain the “Reservations and Restrictions” contained in the form of Special
Warranty Deed attached hereto as Exhibit
9.2.1.  At the Closing, Neurogen LLC, as grantor, and Neurogen
Corp, as grantee, shall enter into an environmental easement agreement in the
form attached hereto as  Exhibit 11.2
(the

     


    
      
        
          


          
            	 
      	
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    “45 Environmental
Easement”).  The provisions of this Section 11.2  shall
survive Closing and delivery of the Deed.

     

    11.3.                  Future
Transfers.   In the event that Seller shall file a Form
III or Form IV with respect to 45 Northeast Industrial Road in connection with
the Closing and the transfer of such property to Purchaser (but not to Nominee),
and, at any time prior to the earlier to occur of April 30, 2010 or the date
upon which Seller has obtained a Final Verification (as defined below) with
respect to 45 Northeast Industrial Road, Purchaser (but not Nominee) transfers
fee title to 45 Northeast Industrial Road to a bona fide third party (the “45 Third Party Purchaser”) and
such transfer constitutes a Transfer of Establishment (as defined in the
Transfer Act) for which a Form III or Form IV filing is required by the Transfer
Act,  then provided that said 45 Northeast Industrial Road has
remained unoccupied from the Closing to and including such transfer date (as
certified in writing by Purchaser to Seller), Seller shall be the Certifying
Party on the Form III or Form IV filing in connection with such transfer; provided, however,  Purchaser
(or another party to the transfer other than Seller) shall pay all costs of
making any such filing, including without limitation, all filing fees to the
State of Connecticut Department of Environmental Protection (“DEP”)
and  the costs of preparing any Environmental Condition Assessment
Form and other supporting documentation then required by the Transfer Act (which
form and other documentation shall be subject to the reasonable approval of
Seller).  As used herein, “Final Verification” shall mean (i) a
writing signed by the Commissioner of the DEP  that said property has
been investigated in accordance with prevailing standards and guidelines and
remediated in accordance with the RSRs, or (ii) if the DEP has delegated
oversight of the investigation and remediation of a property to a Licensed
Environmental Professional, a Verification (as defined in the Transfer Act)
prepared by a LEP and submitted to the DEP and for which DEP has issued a
statement that it shall not audit the Verification, or for which DEP has
completed its audit to DEP’s satisfaction, or for which three years have elapsed
since the date of submittal of the Verification to
DEP.  Notwithstanding the foregoing, in the event there occurs a
discharge, spillage, uncontrolled loss, seepage or filtration (collectively, a
“Release”) of Hazardous Waste or Hazardous Substance (as such terms are defined
in the Transfer Act, as it may be amended from time to time) following the
Closing but prior to the earlier to occur of April 30, 2010 and the
above-described transfer to the 45 Third Party Purchaser that is caused by
Purchaser or any of its contractors, subcontractors, consultants, agents,
employees, representatives or invitees and such Release increases the costs of
Seller’s compliance with the Transfer Act with respect to 45 Northeast
Industrial Road, then Purchaser shall be responsible for said increase in
Seller’s Transfer Act costs.   The provisions of this Section 11.3 shall
survive the Closing.

     

    11.4.                  Environmental Escrow
Agreement.   At Closing, Seller and Purchaser shall enter
into an environmental escrow and indemnification agreement in the form attached
hereto as Exhibit
11.4  and made a part hereof (the “Environmental Escrow
Agreement”).

     

    12.           Miscellaneous.

     

    12.1.                  Entire Agreement;
Merger.  This Agreement, together with the Exhibits attached
hereto (including, without limitation, the Environmental Escrow Agreement and,
if there is a Nominee, the 45 Environmental Indemnification, to be executed at
Closing), all of which are incorporated by reference, is the entire agreement
between the parties with respect to the subject matter hereof, and no
alteration, modification or interpretation hereof shall be binding unless in
writing and signed by both parties.  Except as otherwise expressly
provided herein,

     


    
      
        
          


          
            	 
      	
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    all of
Seller’s representations and warranties shall merge in the documents and
agreements executed at Closing and shall not survive the Closing.

     

    12.2.                  Severability.  If any provision of
this Agreement or application to any party or circumstances shall be determined
by any court of competent jurisdiction to be invalid and unenforceable to any
extent, the remainder of this Agreement or the application of such provision to
such person or circumstances, other than those as to which it is so determined
invalid or unenforceable, shall not be affected thereby, and each provision
hereof shall be valid and shall be enforced to the fullest extent permitted by
law.

     

    12.3.                  Applicable
Law.  This Agreement shall be construed and enforced in
accordance with the laws of the State of Connecticut.

     

    12.4.                  Assignability.

     

    12.4.1.             
Purchaser shall not assign this Agreement without first obtaining Seller’s
written consent.  Any assignment in contravention of this provision
shall be void.  Except as set forth in Section 12.4.3 below,
no assignment, whether or not permitted, shall release the Purchaser herein
named from any obligation or liability under this Agreement.

     

    12.4.2.             
If Purchaser requests Seller’s written consent to an assignment of this
Agreement, Purchaser shall (1) notify Seller in writing of the proposed
assignment; (2) provide Seller with the name and address of the proposed
assignee; (3) provide Seller with financial information including financial
statements of the proposed assignee; and (4) provide Seller with a copy of the
proposed assignment.

     

    12.4.3.             
Notwithstanding Section 12.4.1, this
Agreement may be assigned by Purchaser prior to the Closing without the consent
of Seller if (1) such assignment is to an entity owned by Stephen P. Lawrence,
Lisa Lawrence and/or Lester Giegerich and/or members of their respective
immediate families or trusts for their benefit; (2) Seller is given written
notice thereof at least thirty (30) days prior to the Closing Date and is
provided with a copy of such assignment and a schedule of all evidence of
ownership; and (3) the assignee assumes all of Purchaser’s obligations
hereunder, in which event Purchaser herein named shall be released from any
obligation or liability under this Agreement.  If this Agreement is
assigned to more than one such entity, all such assignees shall jointly and
severally assume the obligations of Purchaser under this Agreement; although
Seller acknowledges that such assignees may designate as to which of such
entities shall take title to the separate properties forming the Property (i.e.,
15 Northeast Industrial Road, 35 Northeast Industrial Road, and 45 Northeast
Industrial Road) and the entity designated to take title to a particular
property shall be the party to the closing documents and Property Transfer Form
delivered with respect thereto (or, with respect to 45 Northeast Industrial
Road, be entitled to appoint a nominee solely for such purpose as permitted
under Section
12.4.6 hereof).  Purchaser shall notify Seller in writing of
such designation no later than thirty (30) days prior to the Closing
Date.

     

    12.4.4.             
Except as set forth in Section 12.4.3 above,
Purchaser herein named and any permitted assignee shall be jointly and severally
liable for all such obligations and liabilities.  Any permitted
assignee shall be deemed to have made any and all representations and warranties
made by Purchaser hereunder, as if the assignee were the original signatory
hereto.

     


    
      
        
          


          
            	 
      	
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    12.4.5.             
Any transfer or assignment of any partnership, membership or other beneficial
interest in Purchaser in excess of fifty percent (50%) shall be deemed an
assignment within the meaning of this Section
12.4.

     

    12.4.6.             Subject
to the conditions set forth in this Agreement, Purchaser shall be entitled to
designate and appoint a nominee to take title to 45 Northeast Industrial Road at
Closing by delivering written notice thereof to Neurogen LLC at least ten (10)
business days prior to the Closing Date, which notice shall identify the name
and state of formation of such nominee, its principals and their respective
addresses.  Notwithstanding the use of any such nominee, Purchaser
shall not be released from any obligation or liability under this Agreement
except to the extent any such obligation is assumed by the Nominee pursuant to
the closing documents described below.  In no event shall such nominee
be deemed to be a beneficiary of the terms of this Agreement, and the sole
liability of Neurogen LLC (or Neurogen Corporation as to the 45 Environmental
Indemnification (as hereinafter defined))  to such nominee shall be as
set forth in the closing documents delivered to such nominee at Closing, which
shall include the closing documents described in Sections 9.2.1, 9.2.2,
9.2.3, 9.2.5, 9.2.6, 9.2.8, 9.2.9 and 9.2.11 in so far as
they are applicable to 45 Northeast Industrial Road and an environmental
indemnification agreement in the form attached hereto and made a  part
hereof as Exhibit
12.4.6 (the “45
Environmental Indemnification”).  As used herein, “Nominee”
means a nominee that meets the criteria set forth in this Section
12.4.6.  

     

    12.5.                  Successors
Bound.  This Agreement shall be binding upon and inure to the
benefit of Seller and its successors and assigns and be binding upon and inure
to the benefit of Purchaser and its successors and permitted
assigns.

     

    12.6.                  Breach.  Should
either party be in breach of or default under or otherwise fail to comply with
any of the terms of this Agreement, except as otherwise provided in this
Agreement, the complying party shall have the option to cancel this Agreement
upon ten (10) business days written notice to the other party of the alleged
breach and failure by such other party to cure such breach within such ten (10)
business day period.  The non-defaulting party shall promptly notify
the defaulting party in writing of any alleged default upon obtaining knowledge
thereof.  The Closing Date shall be extended to the extent necessary
to afford the defaulting party the full ten business day period within which to
cure such default; provided, however, that if the Closing Date shall have been
once extended as a result of default by a party, such party shall be not be
entitled to any further notice or cure rights with respect to that or any other
default.  For purposes of this Section 12.6, a
“Pending Default” shall
be a default for which (i) written notice was given by the non-defaulting party,
and (ii) the cure period extends beyond the scheduled Closing
Date.  The provisions of this Section 12.6 shall
not apply to Sections
2.2.1, 2.2.2 and 2.2.3.

     

    12.7.                  No Public
Disclosure.  Purchaser and Seller shall make no public
disclosure of the terms of this transaction without the prior written consent of
the other party, except that Purchaser may discuss the transaction in confidence
with proposed joint venturers, investors, lenders, attorneys, brokers,
investment advisors and engineering and environmental consultants and as
otherwise required by law and Seller may disclose the transaction to
its

     


    
      
        
          


          
            	 
      	
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    attorneys,
brokers, investment advisors and engineering and environmental consultants and
as otherwise required by law.

     

    12.8.                  Captions.  The
captions in this Agreement are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope of this Agreement or
the scope or content of any of its provisions.

     

    12.9.                  Attorneys’
Fees.  In the event of any litigation arising out of this
Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees
and costs actually incurred.

     

    12.10.                  No Partnership.
Nothing contained in this Agreement shall be construed to create a partnership
or joint venture between the parties or their successors in
interest.

     

    12.11.                  Time of Essence.
Subject to the provisions of Section 12.6, time is
of the essence for all purposes of this Agreement.

     

    12.12.                  Counterparts.  This
Agreement may be executed and delivered in any number of counterparts, each of
which so executed and delivered shall be deemed to be an original and all of
which shall constitute one and the same instrument.

     

    12.13.                  Recordation.  Purchaser
and Seller agree not to record this Agreement or any memorandum
hereof.

     

    12.14.                  Proper Execution. The
submission by Seller to Purchaser of this Agreement in unsigned form shall be
deemed to be a submission solely for Purchaser’s consideration and not for
acceptance and execution.  Such submission shall have no binding force
and effect, shall not constitute an option, and shall not confer any rights upon
Purchaser or impose any obligations upon Seller irrespective of any reliance
thereon, change of position or partial performance.  The submission by
Seller of this Agreement for execution by Purchaser and the actual execution and
delivery thereof by Purchaser to Seller shall similarly have no binding force
and effect on Seller unless and until Seller shall have executed this Agreement
and the Deposit shall have been received by Seller and a counterpart thereof
shall have been delivered to Purchaser.

     

    12.15.                  Tax
Protest.  If, as a result of any tax protest or otherwise, any
refund or reduction of any real property or other tax or assessment relating to
the Property during the period for which, under the terms of this Agreement,
Seller is responsible, Seller shall be entitled to receive or retain such refund
or the benefit of such reduction, less equitable prorated costs of
collection.

     

    12.16.                  Escrow Provisions.
Seller and Purchaser do hereby jointly and severally agree that except as set
forth below, Escrow Agent shall incur no liability whatsoever in connection with
its good faith performance under this Agreement, and except as set forth below,
do hereby jointly and severally release and waive any claims they may have
against Escrow Agent, which may result from its performance in good faith of its
function as Escrow Agent, including but not limited to, a delay in the transfer
of funds.  Seller and Purchaser further indemnify and hold Escrow
Agent harmless from and against any and all claims and actions arising from this
Agreement, or arising from Escrow Agent’s role as escrow agent hereunder,
provided that Escrow Agent shall be liable for the loss or damage caused
directly by its acts

     


    
      
        
          


          
            	 
      	
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    of gross
negligence or willful misconduct while performing as Escrow Agent under this
Agreement.

     

    The
Escrow Agent shall be entitled to rely upon the authenticity of any signature
and upon the genuineness and validity of any writing (including writings
received by facsimile or electronic mail) received by Escrow Agent relating to
this Agreement.  THE DEPOSIT SHALL NOT EARN INTEREST UNLESS AND UNTIL
A SIGNED IRS FORM W-9 IS RECEIVED BY ESCROW AGENT.

     

    In the
event of any disagreement between the parties hereto resulting in conflicting
instructions to, or adverse claims or demands upon the Escrow Agent with respect
to the release of the Deposit, the Escrow Agent may refuse to comply with any
such instruction, claim or demand so long as such disagreement shall continue,
and in so refusing the Escrow Agent shall not further release the
Deposit.  The Escrow Agent shall not be, or become liable in any way
for its failure or refusal to comply with any such conflicting instructions or
adverse claims or demands, and it shall be entitled to continue to refrain from
acting until such conflicting instructions or adverse claims or demands (a)
shall have been reconciled by agreement and Escrow Agent shall have been
notified in writing thereof by the Seller and Purchaser; or (b) shall have
finally been determined in a court of competent jurisdiction.

     

    The
Escrow Agent may, at its sole discretion, resign by giving (30) days written
notice hereof to Seller and Purchaser.  Seller and Purchaser shall
furnish to the Escrow Agent written instructions for the release of the
Deposit.  If the Escrow Agent shall not have received such written
instructions within such 30 day period, the Escrow Agent may petition any court
of competent jurisdiction for the appointment of a successor Escrow Agent and
upon such appointment deliver the Deposit to such
successor.  Reasonable costs and fees incurred by the Escrow Agent
with respect to conflicting claims or adverse claims or demands may, at the
option of the Escrow Agent, be deducted from any funds held pursuant
hereto.

     

    None of the provisions of this
agreement shall prohibit Escrow Agent from bringing an interpleader action or
from exercising any rights that might be afforded by statutory or common law to
resolve any disagreements, uncertainties, conflicts or disputes as to the
administration by Escrow Agent of its duties and obligations
hereunder.

     

    The
parties hereto do hereby agree that they are aware that the Federal Deposit
Insurance Corporation (FDIC) coverage applies only to a maximum amount of
$250,000 for each individual depositor and that Escrow Agent assumes no
responsibility for, nor will they hold Escrow Agent liable for any loss which
arises from the fact that the amount held by the Escrow Agent in any account may
cause the aggregate amount of any individual depositor’s accounts to exceed
$250,000 and that the excess amount is not insured by the FDIC.

     

    12.17.                  Estoppel
Certificate.  On or before the Closing, Seller shall deliver to
Purchaser a tenant estoppel certificate, substantially in the form attached
hereto as Exhibit 12.17
with no adverse claims by the tenant under the Forma Lease and dated not
more than thirty (30) days prior to the Closing Date, and, if requested by
Purchaser’s lender, a subordination, non-disturbance and attornment agreement,
substantially in the form attached hereto as Exhibit 12.17(A), duly
executed by the tenant under the Forma Lease.  The failure of Seller
to deliver an estoppel certificate or subordination, non-disturbance and
attornment agreement to Purchaser shall not constitute a Seller default so long
as Seller submits to such tenant a request for such documents and makes
reasonably diligent efforts to obtain them (which shall

     


    
      
        
          


          
            	 
      	
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    not
require the payment of any sum of money not required under the Forma Lease), but
the delivery of such tenant estoppel certificate as provided in this Section 12.17 (and
the delivery of such subordination, non-disturbance and attornment agreement,
provided that same is requested by Purchaser’s lender financing the purchase of
the Property, if any,  and is a condition of the financing closing
under any written commitment issued with respect thereto) shall constitute
conditions precedent to Purchaser’s obligations to close.  No later
than 30 days prior to the Closing Date, Purchaser shall notify Seller in writing
(which notification may be by e-mail to Seller’s attorney) of  the
name of Purchaser’s lender, if any, for insertion in the form estoppel
certificate and subordination, non-disturbance and attornment agreement; time is
of the essence with respect to such notification and the failure to so notify
Seller no later than 30 days prior to the Closing Date shall constitute a waiver
of such closing conditions precedent to Purchaser’s obligation to close with
respect to delivery of such subordination, non-disturbance and attornment
agreement and delivery of any tenant estoppel other than an estoppel addressed
to Purchaser, its successors and assigns and Purchaser’s (unnamed) mortgage
lender; provided, however, that Seller agrees to use reasonably diligent efforts
to obtain such subordination, non-disturbance and attornment agreement (which
shall not require the payment of any sum of money not required under the Forma
Lease) following Seller’s receipt of written notice of any such lender’s name
prior to the Closing.   Seller shall have no obligation to
deliver any tenant estoppel certificate or subordination, non-disturbance and
attornment agreement with respect to any New Lease; provided, however, at
Purchaser’s request delivered to Seller with its approval of any New Lease,
Seller shall request such documents from the tenant
thereunder.  Purchaser acknowledges and agrees that Seller may waive
in writing any default by the tenant under Section 42a(ii) of the Forma Lease up
to the date of the estoppel certificate delivered by such tenant hereunder
pursuant to a waiver letter in the form attached hereto and made a part hereof
as Exhibit 12.17(B), and
such waiver, if granted, shall be deemed included in the Forma Lease (but need
not be referenced in the tenant’s estoppel certificate).   It
shall be a condition to Purchaser’s obligation to purchase the Property that
Neurogen Corp has not received, on or before the Closing Date, any written or
oral notice from the tenant under the Forma Lease of such tenant’s intention to
vacate the space demised thereunder.

     

    


     

    [SIGNATURE
PAGE FOLLOWS]

     


    
      
        
          


          
            	 
      	
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    IN WITNESS WHEREOF, Purchaser
and Seller have executed this Agreement as of the date set forth
above.

     

    SELLER:

    


    NEUROGEN
CORPORATION

    


    


    By:                                                           

    Name:                                                      

    Title:                                                      

    


    NEUROGEN
PROPERTIES LLC

    


    By:  Neurogen
Corporation

      Its Sole
Member

    


    


      By:                      __________________

            Name:
____________________

            Title:
_____________________

    


    


    PURCHASER:

    


    INVESTMENT
CAPITAL PARTNERS, LTD.

    


    By:                                                           

    Name: Stephen P. Lawrence

    Title:   President

    


    



    
      
        
          


          
            	 
      	
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    An
original, fully executed copy of this Agreement, together with the Deposit, has
been received by the Escrow Agent this ___ day of November, 2009, and by
execution hereof the Escrow Agent hereby covenants and agrees to be bound by the
terms of this Agreement.

     

    FIRST
AMERICAN TITLE INSURANCE COMPANY

     

    By:_________________________________

    Printed
name:_________________________

    Its:__________________________________


    
      
        
          


          
            	 
      	
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    EXHIBIT 1.1.1

    LEGAL DESCRIPTION OF
NEUROGEN CORP LAND

    


    15
Northeast Industrial Road, Branford, CT

    


    All that certain piece or parcel of
land with the buildings and other improvements thereon, situated in the Town of
Branford, County of New Haven and State of Connecticut, shown as Lot 6B on a map
entitled “Resubdivision Lot 6 Cosgrove Industrial Park Sec. 1 Northeast
Industrial Road Branford, Conn., Scale 1”=50’ May 19, 1997 Donald L. Disbrow
Civil Engineer & Surveyor” on file in the Branford Town Clerk’s Office as
Map 1348, being more particularly bounded and described as follows:

    


    WESTERLY:                                           by
Northeast Industrial Road, as shown on said map, 240 feet;

    


    NORTHERLY:                                           in
part by Lot 7, as shown on said map, and in part by Lot 8, as shownon said map, in all, 480.00 feet;

    


    EASTERLY:                                by
Lot 10, as shown on said map, 240.00 feet; and

    


    SOUTHERLY:                                           by
Lot 6A, as shown on said map, 460.00 feet.

     

    35
Northeast Industrial Road, Branford, Connecticut

    


    All that certain parcel of land
together with the buildings and improvements thereon situated in the Town of
Branford, County of New Haven, State of Connecticut, consisting of Lot 8 and the
easterly 100.75 feet of Lot 7 as shown on a map entitled “Record Subdivision
Plan ‘Cosgrove Industrial Park’, Section 1, Owned and Developed by Cosgrove
Development Co., Inc., Boston Post Road and School Grounds Road, Branford,
Connecticut, Scale 1”=100’ ”, dated January 30, 1969, revised October 27, 1970,
revised May 2, 1972, prepared by Donald L. Disbrow, Civil Engineer and
Surveyor.  Said parcel is also shown as Lot 8 combined with Parcel A
as shown on a map entitled “Division of Property Orion Machinery &
Engineering Corp. Northeast Industrial Road, Branford, Connecticut Scale 1”=40’
July 8, 1988” prepared by Donald L. Disbrow, and is bounded and described as
follows:

    


    NORTHERLY:                                           by
Northeast Industrial Road, 380.75 feet;

    


    EASTERLY:                                by
Lot 9, as shown on said maps, 390 feet;

    


    SOUTHERLY:                                           by
a bent line by Lot 10, 171.85 feet and by Lot 6, 214.27 feet, 386.12feet in all;

    


    WESTERLY:                                           by
Lot 7, as shown on said map, 342.35 feet.

    


    TOGETHER
WITH the right, privilege and authority to perpetually maintain a water drainage
line, including the right to maintain, operate, construct, alter, repair, and
replace the same, in or through a strip of land 10 feet in width on Lot 7 as
shown on said map dated July 8, 1988.  Also the right to enter on the
land within said easement at any time for the purpose of constructing,
servicing, repairing or replacing said drainage line.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    EXHIBIT 1.1.2

    LEGAL DESCRIPTION OF
NEUROGEN LLC LAND

    


    All that
certain piece or parcel of land, with the buildings and improvements now or
hereafter placed thereon, situated in the Town of Branford, County of New Haven
and State of Connecticut, located on the westerly side of School Ground Road,
and shown on a map entitled “Property of Automatic Fastener Corp. Branford,
Conn. Bernard E. Godfrey Registered Professional Land Surveyor 265 Church
Street, New Haven, Conn. 06510 Scale 1” = 20” – Aug. 21, 1979”, revised December
21, 1983.  Said parcel is bounded and described as
follows:

    


    
      	
               
      

            	
              NORTHERLY

            	
              by
      Northeast Industrial Road along a curved line, three hundred six and
      75/100 (306.75) feet, more or less;

            


    

     

    
      	
               
      

            	
              EASTERLY

            	
              by
      School Ground Road by a bent line, three hundred seventy-two and 51/100
      (372.51) feet, more or less;

            


    

     

    
      	
               
      

            	
              SOUTHERLY

            	
              by
      Lot 10 as shown on said map, two hundred ninety-three and 36/100 (293.36)
      feet, more or less;

            


    

     

         WESTERLY                                 by
Lot 8 as shown on said map, three hundred ninety (390) feet, more      or
less.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    EXHIBIT
1.1.7

     

    RENT
ROLL

     

    


     

    Lease
dated February 20, 2009 between Neurogen Corporation, as landlord, and Forma
Therapeutics, Inc., as tenant.

     

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
3.3.1

    OTHER PERMITTED
EXCEPTIONS

    


    As to 15 Northeast
Industrial Road, Branford, CT:

    


    
      	
              1.

            	
              Real
      estate taxes to the Town of Branford on the List of October 1, 2008, and
      for all subsequent years.

            


    

    


    
      	
              2.

            	
              Special
      Exception by Planning and Zoning Commission Town of Branford in favor of
      World Gym East dated July 28, 1993 and recorded July 26, 1993 in Volume
      553 at Page 319 of the Branford Land
Records.

            


    

    


    
      	
              3.

            	
              High
      Pressure Agreement by and between Commercial Building Associates, the
      South Central Connecticut Regional Water Authority and Branford Savings
      Bank dated September 24, 1996 and recorded October 16, 1996 in Volume 615
      at Page 564 of the Branford Land
Records.

            


    

    


    
      	
              4.

            	
              Variance
      granted by the Zoning Board of Appeals of Town of Branford to Commercial
      Building Associates dated March 13, 1996 and recorded January 8, 1997 in
      Volume 620 at Page 153 of the Branford Land
  Records.

            


    

    


    
      	
              5.

            	
              Electric
      Distribution Easement in favor of The Connecticut Light and Power Company
      dated May 21, 1997 and recorded July 9, 1997 in Volume 629 at Page 766 of
      the Branford Land Records, partially assigned by Partial Assignment of
      Easement Rights from The Connecticut Light and Power Company to The
      Southern New England Telephone Company dated December 22, 1998 and
      recorded December 9, 1999 in Volume 690 at Page 532 of the Branford Land
      Records.

            


    

    


    
      	
              6.

            	
              Variance
      in favor of Neurogen Corporation dated March 20, 2001 and recorded March
      26, 2001 in Volume 719 at Page 959 of the Branford Land
      Records.

            


    

    


    
      	
              7.

            	
              Notice
      of Decision dated April 9, 1996 and recorded March 26, 2001 in Volume 719
      at Page 960 of the Branford Land
Records.

            


    

    


    
      	
              8.

            	
              Variance
      in favor of Neurogen Corporation dated March 19, 2001 and recorded March
      26, 2001 in Volume 719 at Page 961 of the Branford Land
      Records.

            


    

    


    


    As to 35 Northeast
Industrial Road, Branford, CT:

    


    
      	
              9.

            	
              Real
      estate taxes to the Town of Branford on the List of October 1, 2008, and
      for all subsequent years.

            


    

    


    
      	
              10.

            	
              Terms,
      conditions and obligations as set forth in a deed from Orion Machinery
      & Engineering Corp. to Neurogen Corporation dated and recorded March
      16, 1999 in Volume 467 at Page 463 of the Branford Land
      Records.

            


    

    


    
      	
              11.

            	
              Agreement
      by and between Neurogen Corporation and the Town of Branford Sewer
      Authority dated January 16, 1990 and recorded January 18, 1990 in Volume
      481 at Page 785 of the Branford Land Records and sewer assessments
      relating thereto.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              12.

            	
              Special
      Exception in favor of Neurogen Corporation dated October 24, 1995 and
      recorded January 8, 1997 in Volume 620, Page 156 of the Branford Land
      Records.

            


    

    


    
      	
              13.

            	
              Variance
      in favor of Neurogen Corporation dated November 13, 1996 and recorded
      November 19, 1996 in Volume 617 at Page 463 of the Branford Land
      Records.

            


    

    


    
      	
              14.

            	
              Special
      Exception in favor of Neurogen Corporation dated November 15, 1996 and
      recorded January 8, 1997 in Volume 620 at Page 152 of the Branford Land
      Records.

            


    

    


    
      	
              15.

            	
              Variance
      in favor of Neurogen Corporation dated March 13, 1996 and recorded January
      8, 1997 in Volume 620 at Page 154 of the Branford Land
      Records.

            


    

    


    
      	
              16.

            	
              Special
      Exception in favor of Neurogen Corporation dated December 12, 1996 and
      recorded January 8, 1997 in Volume 620 at Page 155 of the Branford Land
      Records.

            


    

    


    
      	
              17.

            	
              High
      Pressure Agreement by and between Neurogen Corporation and South Central
      Connecticut Regional Water Authority dated March 6, 1997 and recorded
      March 31, 1997 in Volume 623 at Page 515 of the Branford Land
      Records.

            


    

    


    
      	
              18.

            	
              Variance
      in favor of Neurogen Corporation recorded June 26, 1997 in Volume 628 at
      Page 687 of the Branford Land
Records.

            


    

    


    
      	
              19.

            	
              Variance
      in favor of Neurogen Corporation dated December 19, 2000 and recorded
      January 2, 2001 in Volume 714 at Page 270 of the Branford Land
      Records.

            


    

    


    
      	
              20.

            	
              Corrected
      Notice of Decision dated January 17, 2001 and recorded January 26, 2001 in
      Volume 715 at Page 688 of the Branford Land
  Records.

            


    

    


    
      	
              21.

            	
              Variance
      in favor of Neurogen Corporation dated March 20, 2001 and recorded March
      26, 2001 in Volume 719 at Page 958 of the Branford Land
      Records.

            


    

    


    
      	
              22.

            	
              Lease
      by and between Neurogen Corporation, as landlord, and Forma Therapeutics,
      Inc., as tenant, dated February 20, 2009, a Notice of which is recorded in
      Volume 1029 at Page 556 of the Branford Land
  Records.

            


    

    


    As to BOTH 15 and 35
Northeast Industrial Road, Branford, CT:

    


     

    
      	
              23.

            	
              Sewer
      use charges due to the Town of
Branford.

            


    

    


    
      	
              24.

            	
              All
      matters shown on surveys entitled: “PROPERTY SURVEY ALTA/ACSM LAND TITLE
      SURVEY OF 35 NORTHEAST INDUSTRIAL ROAD BRANFORD, CONNECTICUT” and
      “PROPERTY SURVEY ALTA/ACSM LAND TITLE SURVEY OF 15 NORTHEAST INDUSTRIAL
      ROAD BRANFORD, CONNECTICUT”, Scale: 1”=20’ Date: November 2000 Revised
      through Revision No. 3 Date 12-10-01” prepared by URS Corporation 500
      Enterprise Drive, Suite 3B Rocky Hill,
      Connecticut  06067-4002.

            


    

    


    
      	
              25.

            	
              Consent
      Order by the State of Connecticut v. Neurogen Corporation recorded October
      1, 2007 and recorded in Volume 995 at Page 1068 of the Branford Land
      Records, as affected by

            


    


    
      
        
          
            	 
      	
                    --

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Certificate
      of Compliance recorded November 20, 2007 in Volume 999 at Page 595 of the
      Branford Land Records.

            


    

    


    
      	
              26.

            	
              Notice
      of Decision by Planning and Zoning Commission dated April 16, 2001 and
      recorded April 25, 2001 in Volume 722 at Page 1028 of the Branford Land
      Records.

            


    

    


    
      	
              27.

            	
              Reciprocal
      Easement Agreement by and between Neurogen Corporation and Neurogen
      Properties LLC dated April 15, 2002 and recorded May 13, 2002 in Volume
      765 at Page 708 of the Branford Land
Records.

            


    

    


    As to 45 Northeast
Industrial Road, Branford, CT

    


    
      	
              28.

            	
              Real
      estate taxes to the Town of Branford on the List of October 1, 2008, and
      for all subsequent years.

            


    

    


    
      	
              29.

            	
              Sewer
      use charges due to the Town of
Branford.

            


    

    


    
      	
              30.

            	
              All
      matters shown on survey entitled: “PROPERTY & TOPOGRAPHIC SURVEY 45
      NORTHEAST INDUSTRIAL ROAD, BRANFORD, CONNECTICUT”, dated August 1999 and
      prepared by URS Greiner Woodward-Clyde, Inc. A.E.S.,
    Surveyor.

            


    

    


    
      	
              31.

            	
              Notice
      of Variance by the Zoning Board of Appeals of the Town of Branford dated
      September 4, 1985 and recorded in the Branford Land Records in Volume 382,
      Page 517 and Variance granted by the Zoning Board of Appeals of the Town
      of Branford dated August 14, 1985 and recorded in the Branford Land
      Records in Volume 382, Page 518.

            


    

    


    
      	
              32.

            	
              Variance
      granted by the Zoning Board of Appeals of the Town of Branford dated July
      15, 1992 and recorded in the Branford Land Records in Volume 532, Page
      651.

            


    

    


    
      	
              33.

            	
              Special
      Exception granted by the Planning and Zoning Commission of the Town of
      Branford dated July 26, 1999 and recorded in the Branford Land Records on
      October 22, 1999 in Volume 687 at Page 109 of the Branford Land
      Records.

            


    

    


    
      	
              34.

            	
              Reciprocal
      Easement Agreement by and between Neurogen Corporation and Neurogen
      Properties LLC dated April 15, 2002 and recorded May 13, 2002 in Volume
      765 at Page 708 of the Branford Land
Records.

            


    

    


    
      	
              35.

            	
              Variance
      granted by the Zoning Board of Appeals of the Town of Branford dated
      December 19, 2000 and recorded in Volume 714 at Page 269 of the Branford
      Land Records.

            


    

     

    
      	
              36.

            	
              Corrected
      Notice of Decision dated January 17, 2001 and recorded January 26, 2001 in
      Volume 715 at Page 688 of the Branford Land
  Records.

            


    

     

    
      	
              37.

            	
              The
      45 Easement Agreement.

            


    


    
      
        
          
            	 
      	
                    --

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              As to 15, 35 and 45
      Northeast Industrial Road, Branford,
CT

            


    

    


     

    
      	
              38.

            	
              Agreement
      by and between Cosgrove Development Company, Inc. and Sewer Authority of
      the Town of Branford dated September 16, 1970 and recorded in the Branford
      Land Records in Volume 231, Page 236.  Reference is made to a
      letter from the Sewer Authority of the Town of Branford to Union Oil
      Company of California dated November 26, 1971 and recoded in said Land
      Records in Volume 242, page 433.

            


    

    


    


    


    


     


    
      
        
          
            	 
      	
                    --

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT 3.4

    LIST OF SERVICE
CONTRACTS

    


    


    1.  Examination
and Lubrication Agreement dated April 27, 2001 between Neurogen Corporation and
Hontz Elevator Company, and amended by letter dated December 5, 2007 from
Schindler Elevator Corporation (successor to Hontz Elevator Company) to Neurogen
Corporation.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT 9.2.1

    SPECIAL WARRANTY
DEED

    


    NEUROGEN
[CORPORATION, a Delaware corporation] [ PROPERTIES LLC, a Connecticut limited
liability company],  having an office at 45 Northeast Industrial Road,
Branford, Connecticut 06495 (the “Grantor”),
for the consideration of TEN AND 00/100 DOLLARS ($10.00) received to its full
satisfaction from ______________________, a _____________ having an office at
c/o ___________________________ (the “Grantee”),
does hereby give, grant, bargain, sell and convey unto the Grantee, its
successors and assigns forever, those certain pieces or parcels of land situated
in the Town of Branford, County of New Haven and State of Connecticut and more
particularly described in Schedule A
attached hereto and made a part hereof, together with any and all buildings and
other improvements now situated thereon (the “Property”).

     

    Said
premises are conveyed subject to the matters described in said Schedule A attached
hereto.

     

    TO HAVE
AND TO HOLD the premises hereby conveyed, with the appurtenances thereof, to the
Grantee and unto the Grantee’s successors and assigns forever, to its and their
own proper use and behoof;

     

    AND
FURTHERMORE, the Grantor will warrant and forever defend the premises hereby
conveyed to the Grantee, its successors and assigns against the claims of all
persons owning, holding, or claiming by, through or under the Grantor, but not
otherwise.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Grantor has executed this deed as of this ___ day of
_______, 2009.

     

    Witnessed
by:                                                                      GRANTOR:

     

    NEUROGEN                                      [CORPORATION][PROPERTIES
LLC]

    


    


    By:                                                                    

    Name:

    Title:

    


    


    


    


    


    STATE OF
CONNECTICUT)

    :           ss:

    COUNTY OF
____________)

     

    The foregoing instrument was
acknowledged before me this _____ day of ________, 2009, by
_____________________, __________________________ of Neurogen [Corporation, a
Delaware corporation, on behalf of said corporation] [Properties LLC, a
Connecticut limited liability company, on behalf of said limited liability
company].

    ______________________________

    


    Commissioner of Superior
Court

     

    Notary Public

     

    My Commission Expires:

     

    


    


    



    
      
        
          


          
            	 
      	
                    --

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
A

    


    [APPLICABLE
LEGAL DESCRIPTION FROM EXHIBIT 1.1.1 OR 1.1.2 OF AGREEMENT]

    


    RESERVATIONS
AND RESTRICTIONS

    


    The Property is conveyed subject to the
reservations and restrictive covenants set forth in this
Section  (collectively, the “Reservations and Restrictions”) which
reservations and restrictive covenants are hereby reserved by Grantor for itself
and its successors and assigns and which are for the benefit of, and
enforceable, by the Grantor, its successors and assigns.

    


    RESERVING UNTO THE GRANTOR, ITS
SUCCESSORS AND ASSIGNS (each a “Benefited Party” and collectively, the
“Benefited Parties”), an easement (the “Environmental Work
Easement”) in, over, through and across the land and improvements herein
conveyed (collectively, the “Property”) for access
to, egress from, and access under, above, and through the Property, by Grantor, its successors and assigns, agents,
employees, contractors, representatives and invitees (collectively, the “Grantor
Parties”), for the purposes of conducting investigation, remediation and
monitoring required under the Transfer Act (C.G.S. § 22a-134 et seq.) (collectively, the
“Environmental Work”) pursuant to the Grantor’s obligations under the terms of
any Transfer Act filing now or hereafter made with respect to the Property or
any portion thereof in which Neurogen Corporation, its corporate successors or
assigns, is a certifying party (as defined in the Transfer Act).  Such
Environmental Work Easement with respect to any such
Transfer Act filing shall terminate upon the  following (the
“Termination Date”): (1) the date of receipt of written approval from the State
of Connecticut Department of Environmental Protection (“DEP”) of the
Environmental Work or, (2) if DEP has delegated oversight of the Environmental
Work to a Licensed Environmental Professional, the earlier to occur of the
following (i) three years after the submittal of the Verification (as defined in
and pursuant to § 22a-134 of the Transfer Act) relating thereto;  (ii)
in the event that the DEP performs an audit of the Verification, after submittal
of additional information or completion of any work to the satisfaction of the
Department of Environment Protection as part of an audit pursuant to C.G.S. §
22a-134a, or (iii) the date of receipt of a no audit letter from
DEP.

    


    Upon reasonable prior written notice,
Grantor Parties shall have access to the Property as reasonably necessary for
the performance of the Environmental Work.  Grantor Parties shall also
have access to the Property to the extent necessary to allow Grantor, its
successors and assigns to pursue or defend any actions by or claims against
third parties relating to the conditions on, at, emanating from or having
emanated from the Property and/or actions to complete the Environmental
Work.  In no event shall the Grantor Parties unreasonably interfere
with the use and enjoyment of the Property by Grantee and its successors and
assigns and any tenant or other permitted occupant of the Property, and Grantor
Parties shall implement all measures reasonably necessary to minimize such
interference.

    


    In performing the Environmental Work,
Grantor shall have the right, in Grantor’s sole judgment, to avail itself of the
remedial alternatives available to comply with the Remediation Standard
Regulations, Regulations of Connecticut State Agencies, Section 22a-133k-1, et
seq. (the “RSRs”), excluding the use of environmental land use restrictions
(“ELURs”) or engineered controls.  Notwithstanding the foregoing,
Grantor may use an environmental land use restriction that solely limits the use
of the Property to industrial/ commercial use.

    


    Grantee, its heirs, administrators,
executors, successors and assigns, shall reasonably cooperate with
Grantor:  (i) in Grantor’s performance of the Environmental Work and
compliance with the Transfer Act, including the sharing of any environmental
data and information or the execution by Grantee, its


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    successors
or assigns as Property owner, of any documentation required for compliance with
the Transfer Act or any permit application related thereto, except that Grantor
shall be responsible for signing any waste manifests or other shipping papers as
the generator for any and all waste materials generated as part of its
Environmental Work or its compliance with the Transfer Act and Grantor shall be
responsible for the payment of any fees or other costs payable to any
governmental entities related to any permit applications arising out of the
Environmental Work; and (ii) in that Grantee, its successors or
assigns  shall, to the extent of Grantee’s knowledge, promptly inform
Grantor of any and all releases of any chemical, irritant, hazardous or toxic
substance, petroleum substance or waste that occur on, at or from the
Property.  If deemed necessary or appropriate by any Benefited Party
in order to accomplish Final Verification (as hereinafter defined), the Grantee,
its successors and assigns shall grant to the DEP an ELUR prepared by the
Benefited Parties that solely limits the use of the Property to industrial/
commercial use and shall use reasonable efforts to obtain subordinations and/or
releases to the grant of such ELUR of those having an interest in the Property
as DEP may require; provided, however, that Grantor shall not be relieved of its
obligations to complete the Environmental Work and comply with the Transfer Act
if, after reasonable efforts, Grantee, its successors and assigns are unable to
obtain such subordinations and/or releases.    As used
herein, “Final Verification” shall mean (i) a writing signed by the Commissioner
of DEP that the Property has been investigated in accordance with prevailing
standards and guidelines and remediated in accordance with the RSRs, or, (ii) if
DEP has delegated oversight of the Environmental Work to a Licensed
Environmental Professional, a Verification (as defined in the Transfer Act)
prepared and submitted to the DEP by an LEP for which DEP has issued a statement
that it shall not audit the Verification, or for which DEP has completed its
audit to DEP’s satisfaction or for which three years have elapsed since the date
of submittal of the Verification to DEP.

    


    The Benefited Parties shall keep
Grantee, its successors and assigns reasonably informed of the Benefited
Parties’ progress with the Environmental Work and compliance with the Transfer
Act and, at no cost to Grantee, its successors and assigns, provide to Grantee,
its successors and assigns copies of all reports, documents, test results and
correspondence prepared by or on behalf of the Benefited Parties and submitted
to DEP concerning the Environmental Work and compliance with the Transfer Act,
and all reports, documents and correspondence received from DEP concerning the
same.  Grantee, its successors and assigns shall refrain from
communicating with any federal, state or local governmental bodies,
instrumentalities or agencies, including all political subdivisions of the State
of Connecticut  having jurisdiction over environmental matters and/or
the Transfer Act program (each, a “Governmental Authority”) regarding or
concerning, or that may affect, any activities being performed by or on behalf
of the Grantor Parties hereunder and relating to the
Property.  Notwithstanding the foregoing, Grantee, its successors and
assigns shall not be precluded from contacting any Governmental Authority to
obtain the status of any such activities being performed by or on behalf of the
Grantor Parties hereunder and relating to the Property, or responding to any
inquiries from any Governmental Authority regarding the activities being
performed by or on behalf of the Grantor Parties hereunder and relating to the
Property.  All correspondence, discussions and negotiations with, and
submissions to, any Governmental Authority concerning, or that may affect, the
Grantor Parties’ activities shall be controlled by and coordinated with the
Benefited Parties.  The Benefited Parties shall provide Grantee, its
successors and assigns with reasonable prior notice of any substantive meetings
or conference calls with any Governmental Authority concerning the Grantor
Parties’ activities and Grantee, its successors and assigns and any
representatives of said parties shall have the right to be present during such
meetings or conference calls.  Notwithstanding the foregoing, nothing
in these reservations and restrictions shall preclude the then owner of the
Property from making any filing or other communication necessary to satisfy a
legal obligation.

    


    Prior to any entry onto the Property,
Grantor shall:


    
      
        
          


          
            	 
      	
                    --

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    (a)           Carry
or cause to be carried and maintained and kept in effect, without expense to
Grantee, at all times that any entry is made by any Grantor Party upon the
Property, commercial general liability insurance with minimum limits per
occurrence of not less than One Million Dollars ($1,000,000) and Two Million
Dollars ($2,000,000) in the aggregate, naming Grantee, its successors and
assigns as additional insureds.   Each policy shall be issued by
a recognized, responsible insurance company licensed to do business in the State
of Connecticut. Grantor shall provide Grantee with written certificates of
insurance evidencing such policy(ies).

    


    (b)           Furnish
and cause its consultant’s, contractors and subcontractors entering the Property
to furnish to Grantee and cause to maintained and kept in effect, without
expense to Grantee, at all times that any entry is made upon the Property,
adequate workers’ compensation insurance in statutory limits to cover their
respective employees.

    


    Grantor shall promptly repair any
physical damage done to the Property by any Grantor Parties in the exercise of
Grantor’s rights hereunder. Grantor agrees to indemnify and save harmless
Grantee, its successors and assigns from and against all claims of whatever
nature arising from any injury or damage to any person or property or any other
loss, cost, liability, claim or expense (including, but not limited to,
reasonable attorneys’ and consultants’ fees and costs) resulting from the
exercise by any Grantor Party of the easement rights set forth herein,
excluding  any consequential, exemplary, or punitive
damages.

     

    In any action related to these
Reservations and Restrictions, the prevailing party shall be entitled to recover
its costs and reasonable attorneys’ fees.

     

    If any court of competent jurisdiction
determines that any provision of these Reservations and Restrictions is invalid
or unenforceable, such provision shall be deemed to have been modified
automatically  to conform to the requirements for validity and
enforceability as determined by such court.  In the event that the
provision is invalidated is of such nature that it cannot be so modified, the
provision shall be deemed deleted from this instrument as though it had never
been included herein.  In either case, the invalidity of such
provision shall not affect the validity of any other provisions hereof, and all
such other provisions shall continue unimpaired and in full force and
effect.

     

    These Reservations and Restrictions may
be amended only with the consent of the Grantor or its corporate successors and
assigns having at the relevant time the benefits of the rights herein granted
and the consent of the then owner of the Property.

     

    Except as otherwise required or allowed
herein, any required notice from one party to another under these Reservations
and Restrictions shall be sufficient if such notice is in writing and shall be
deemed to have been duly given or sent (i) when received, if dispatched by
postage prepaid registered or certified mail (return receipt requested), (ii)
when received, if delivered in hand, or (iii) on the following business day, if
dispatched by a reputable overnight courier which requires a signature of the
receiving party, in each case to the party intended at its address as
follows:

     

    


    If to any
of the Benefited Parties, including Grantor:


    
      
        
          


          
            	 
      	
                    --

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    ______________________________

    ______________________________

    ______________________________

    


    If to
Grantee,

    


    _____________________________

    _____________________________

    _____________________________

    


    Any of
the parties may change the address to which notices may be sent by written
notice to the other party sent in the manner set forth
above.  Grantor, its successors and assigns shall have no obligation
to provide any notice or documentation to Grantee, its successors or assigns if
any notice address has changed and Grantor has not been given notice of a change
of address in the manner provided herein for the giving of notices.

    


    It is the intention of the Grantor and
Grantee that these Reservations and Restrictions constitute a real servitude and
shall touch and concern the Property, run with the land and with the title to
the Property, and shall apply to and be binding upon and inure to the benefit of
the Grantor, the other Benefited Parties, the Grantee and any and all parties
hereafter having any right, title or interest in the Property or any part
thereof.  These Reservations and Restrictions shall continue to and
including the Termination Date, unless otherwise modified in writing by the
Grantor or its corporate successors and assigns having at the relevant time the
benefits of the rights herein granted and the consent of the then owner of the
Property.

    


    Any
person or entity who acquires any right, title or interest in all or any part of
the Property shall be conclusively deemed to have consented and agreed to the
provisions of these Reservations and Restrictions, whether or not any reference
to these Reservations and Restrictions or its provisions is contained in the
deed or other conveyance instruments by which such person or entity acquires an
interest in the Property.

    


    In the
event that an ELUR regarding the Property is recorded, the parties agree that
such ELUR shall not diminish any right or obligation described herein of
Grantor, any other Benefited Party, Grantee or their respective heirs,
executors, administrators, successors or assigns.

    


     

    In the event that Grantor, Grantee or
any of their respective heirs, executors, administrators, successors or assigns
shall fail to comply with the requirements of the Reservations and Restrictions
granted hereby, such persons who so fail to comply shall be liable to the other
parties (including, without limitation, the Benefited Parties) for any and all
costs associated with the enforcement of any provision or obligation created
herein.

     

     
 

    


    Said premises are subject
to:  [INSERT APPLICABLE PERMITTED EXCEPTIONS FROM EXHIBIT 3.3.1 OF
AGREEMENT]

    


    1.

    


    2.

    


    3.


    
      
        
          


          
            	 
      	
                    --

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT 9.2.2

    ASSIGNMENT AND ASSUMPTION OF
CONTRACTS

     

               In
consideration of One Dollar and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, NEUROGEN [CORPORATION, a Delaware
corporation] [PROPERTIES
LLC, a Connecticut limited liability company],  (the “Assignor”), hereby assigns to
and delegates ______________________________,
a ____________ (the “Assignee”), and Assignee
hereby assumes and accepts the assignment and delegation of all of Assignor’s
right, title and interest in and to the contracts described on Exhibit A attached
hereto relating to certain real property located at 15 and 35 Northeast
Industrial Road, Branford, CT.

     

    Assignee hereby agrees to hold Assignor
harmless from any and all cost, liability, loss, damage or expense, including,
without limitation, reasonable attorneys’ fees, originating or relating to the
period on or after the date hereof and arising out of the Assignee’s obligations
under the contracts described in Exhibit
A.

     

    Assignor hereby agrees to hold Assignee
harmless from any and all cost, liability, loss, damage or expense, including,
without limitation, reasonable attorneys’ fees, originating or relating to the
period on or before the date hereof and arising out of the Assignor’s
obligations under the contracts described in Exhibit
A.

     

    If any
litigation between Assignor and Assignee arises out of the obligations of the
parties under this Agreement or concerning the meaning or interpretation of any
provision contained herein, the losing party shall pay the prevailing party’s
costs and expenses of such litigation including, without limitation, reasonable
attorneys’ fees.

     

    This
Agreement may be executed and delivered in any number of counterparts, each of
which so executed and delivered shall be deemed to be an original and all of
which shall constitute one and the same instrument.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, Assignor
and Assignee have executed this Agreement effective as of this ____ day of
____________, 2009.

     

    ASSIGNOR:

    


    NEUROGEN
[CORPORATION] [PROPERTIES LLC]

    


    By:                                                   

          Name:                                                   

    Title:                                              

    


    ASSIGNEE:

    


    


    


    By:                                                   

          Name:                                                   

    Title:                                              


    
      
        
          


          
            	 
      	
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    EXHIBIT 9.2.3

    ASSIGNMENT OF WARRANTIES AND
GUARANTEES

     

               THIS AGREEMENT is made as of
the __ day of __________, 2009, between NEUROGEN [CORPORATION, a
Delaware corporation] [PROPERTIES LLC, a Connecticut
limited liability company] (the “Assignor”), and ____________________________,
a _____________________ (the “Assignee”).

     

    R E C I T A L S :

     

    Assignee
has this day acquired from Assignor certain interests in land, buildings and
improvements more particularly described on Exhibit A attached
hereto and made a part hereof (the “Property”).

     

    In
consideration of the acquisition of the Property by Assignee and other good and
valuable consideration, the mutual receipt and legal sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

     

    1.  Assignor
hereby assigns, transfers and sets over unto Assignee and Assignee hereby
accepts from Assignor all of Assignor’s right, title and interest in and to all
unexpired, transferable warranties and guarantees, if any, with respect to the
improvements located on the Property or any repairs or renovations to such
improvements.

     

    IN WITNESS WHEREOF, Assignor
and Assignee have caused this instrument to be executed as of the date above
written.

     

    ASSIGNOR:

    


    NEUROGEN
[CORPORATION] [PROPERTIES LLC]

    


    By:                                                   

          Name:                                                   

    Title:                                              

    


    


    ASSIGNEE:

    ______________________________

    


    By:                                                   

          Name:                                                   

    Title:                                              

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT 9.2.5

    AFFIDAVIT PURSUANT TO
FOREIGN INVESTMENT

    AND REAL PROPERTY TAX
ACT

     

    The
undersigned hereby declares that the name, address and United States taxpayer
identification number of the owner of the real property described in Exhibit A attached
hereto and incorporated herein by reference is as follows:

     

    
      	
              Name and Address

            	
              I.D. Number

            
	
              NEUROGEN
      [CORPORATION][PROPERTIES LLC]

              45
      Northeast Industrial Road

              Branford,
      CT 06405

            	
              _______________

            


    

     

    There is
no other person or entity who has an ownership interest in the
property.  The owner is a Delaware corporation, and, as such, is not a
foreign citizen or entity.

     

    The
undersigned understands that the purchaser of the property intends to rely on
the foregoing representations in connection with the United States Foreign
Investment and Real Property Act.

     

    Under the
penalties of perjury, the undersigned declares that he/she has examined this
Affidavit and to the best of his/her knowledge and belief, it is true, correct
and complete.

     

    DATE:  ____________
___, 2009

     

    


    NEUROGEN [CORPORATION] [PROPERTIES
LLC]

    


    By:                                                   

          Name:                                                   

    Title:                                              

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
9.2.6

    STATEMENT OF
SELLER

    


    SELLER’S
NAME:                                NEUROGEN
[CORPORATION][PROPERTIES LLC]

    ADDRESS:                                [15
and 35] [45] Northeast Industrial Road

    Branford, CT 06405

    


    PURCHASER’S
NAME:                                           ____________________________

    


    To:           _________________________
(“Title Company”)

     
 

    Re:           15
& 35 Northeast Industrial Road, Branford, Connecticut, as more
particularlydescribed on Exhibit A attached
hereto (the “Property”)

    


    THE
UNDERSIGNED HEREBY STATES THAT:

    


    
      	
              1.

            	
              A.  No
      repairs or alterations have been made by or on behalf of Neurogen
      [Corporation, a Delaware corporation][Properties LLC, a Connecticut
      limited liability company] (“Seller”) on said Property during the 90 days
      preceding the date hereof, which have not been paid for, except as
      follows:

            


    

    


    B.  If
none, check here ( )

    


    [If any
repairs or alterations are identified above, Seller shall cooperate with the
Escrow Agent to provide evidence of payment or waivers of lien acceptable to the
Escrow Agent in order to issue on the Closing Date without increase in premium
to Purchaser an owner’s and loan title insurance policies for Purchaser without
exception for mechanics’ liens.]

    


    
      	
              2.

            	
              No
      proceedings in bankruptcy or receivership have been instituted by or
      against Seller which are now pending, nor has Seller made any assignment
      for the benefit of creditors.

            


    

    


    
      	
              3.

            	
              There
      are no parties in possession at the Property other than as set forth on
      Exhibit A
      attached hereto and made a part
hereof.

            


    

    


    
      	
              4.

            	
              That
      after examining a certain survey entitled “PROPERTY SURVEY 15, 35 & 45
      NORTHEAST INDUSTRIAL ROAD BRANFORD, CONNECTICUT Scale:  1” = 40’
      Date:  JUNE 2006” prepared by URS Corporation AES Project #
      36936656, since the date of the survey, no exterior alterations or
      additions have been made to the buildings located on the Property and
      shown on said survey and no additional buildings or improvements have been
      constructed on the Property.

            


    

    


    The undersigned makes this statement
for the purpose of inducing the Title Company to issue to the purchaser an
owner’s title insurance policy insuring title to said Property.

    


    Date: _________ ___
2009                                                                              SELLER:

    


    NEUROGEN
[CORPORATION] [PROPERTIES LLC]

    


    By:                                                   

          Name:                                                   

    Title:                                              


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
9.2.9

     

    ASSIGNMENT AND ASSUMPTION OF
LEASES

     

     
 

    For
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, NEUROGEN [CORPORATION, a Delaware corporation] [PROPERTIES LLC, a
Connecticut limited liability company] (“Assignor”), hereby assigns and
delegates to _______________________, a ________________ (“Assignee”), and
Assignee hereby agrees to accept the assignment and delegation of all of
Assignor’s right, title and interest (except Assignor’s right to collect
delinquent rent attributable to any period prior to the date hereof) in and to
the Leases set forth on Exhibit A attached
hereto and incorporated herein relating to certain real property known as
[15][35][45] Northeast Industrial Road, located in the Town of Branford, County
of New Haven and State of Connecticut, and Assignee further agrees to assume all
of the obligations of Assignor under said Leases to be performed after the date
hereof.

     

    Assignor
hereby agrees to indemnify Assignee against and hold Assignee harmless from any
and all cost, liability, loss, damage or expense, including, without limitation,
reasonable attorneys’ fees, originating or relating to the period prior to the
date hereof and arising out of Assignor’s obligations under the
Leases.  Assignee hereby agrees to indemnify Assignor against and hold
Assignor harmless from any and all cost, liability, loss, damage or expense,
including, without limitation, reasonable attorneys’ fees, originating or
relating to the period on or after the date hereof and arising out of Assignee’s
obligations under the Leases.

     

    If any
litigation between Assignor and Assignee arises out of the obligations of the
parties under this Assignment or concerning the meaning or interpretation of any
provision contained herein, the losing party shall pay the prevailing party’s
costs and expenses of such litigation including, without limitation, reasonable
attorneys’ fees.

     

    This
Assignment may be executed and delivered in any number of counterparts, each of
which so executed and delivered shall be deemed to be an original and all of
which shall constitute one and the same instrument.

     

    


     

    [SIGNATURE
PAGE FOLLOWS]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, Assignor and Assignee have executed this Assignment effective
as of this day of
______________.

     

    ASSIGNOR:

    


    NEUROGEN
[CORPORATION] [PROPERTIES LLC]

    


    By:                                                      

          Name:                                                      

    Title:                                                

    


    ASSIGNEE:

    ________________________________

    


    


    By:                                                      

               Name:                                           

    Title:  ___________________

    


     

    


     


    
      
        
          --

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    SCHEDULE
OF LEASES

    


    


    


    [15
NORTHEAST INDUSTRIAL ROAD:  Lease dated February 20, 2009 between
Neurogen Corporation, as landlord, and Forma Therapeutics, Inc., as
tenant]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
9.2.11

     

    FORM NOTICE TO
TENANT(S)

     

    


    


    


    As of
________________, 2009

    


    [Tenant]

    


    


    


    Re:           ____
Northeast Industrial Road, Branford, Connecticut (the “Property”)

    


    You are
hereby notified and advised that effective as of ___________________, 2009,
__________________ (“Purchaser”) purchased
and acquired from NEUROGEN [CORPORATION] [PROPERTIES LLC] (“Seller”) all right,
title and interest in and to the Property.

    


    You are
hereby notified and directed that all future payments of rent or otherwise and
notices and demands pursuant to or under your lease should be delivered to
Purchaser at the following address:

    


    __________________________

    c/o
_______________________

    __________________________

    __________________________

    


    This
Notice may be executed and delivered in any number of counterparts, each of
which so executed and delivered shall be deemed to be an original and all of
which shall constitute one and the same instrument.

    


    Very
truly yours,

    


    
      	
              SELLER:

               

              NEUROGEN
      [CORPORATION]

              [PROPERTIES
      LLC]

               

               

              By:           __________________________Name:

              Title:

               

               

            	
              PURCHASER:

               

              [_________________________________]

               

               

              By:           ____________________________

              Name:

              Title:

               

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT 9.3

    


    NOMINEE
AGREEMENT

    


    


    This Nominee Agreement (this
“Agreement”) is executed as of the _____ day of ____________,  ____,
by _________________________, a ____________________ (“Nominee Purchaser”) to
and for the benefit of NEUROGEN PROPERTIES LLC, a Connecticut limited liability
company (“Neurogen LLC”).

     

    RECITALS

     

    WHEREAS, Investment Capital Partners,
Ltd., as purchaser (“Original Purchaser”), and Neurogen Corporation and Neurogen
LLC, as Neurogen LLC, have entered into that certain Purchase and Sale Agreement
dated as of November __, 2009 with respect to 15, 35 and 45 Northeast Industrial
Road, Branford, Connecticut (the “Purchase Agreement”);

     

    WHEREAS, pursuant to the terms of the
Purchase Agreement, Original Purchaser or its assignee has appointed Nominee
Purchaser as its nominee to take title to 45 Northeast Industrial Road,
Branford, Connecticut (the “Property”);

     

    WHEREAS, Nominee Purchaser will this
day take title to the Property and, pursuant to the terms of the Purchase
Agreement, is delivering this Nominee Agreement to Neurogen LLC;

     

    WHEREAS, the Property is an
“establishment” under Connecticut General Statutes Section 22a-134 et seq (the “Transfer
Act”), and  Neurogen Corporation, a Delaware corporation, is the
Certifying Party under the Transfer Act filing being made with respect to the
disposition of the Property by Neurogen LLC to Nominee Purchaser on the date
hereof (the “Property Transfer Form”); and

     

    WHEREAS, Neurogen Corporation and
Nominee Purchaser are also entering into an Environmental Indemnification
Agreement with respect to the Property on the date hereof (the “Environmental
Indemnification”).

     

    NOW, THEREFORE, in consideration of the
disposition of the Property by Neurogen LLC and other good and valuable
consideration, the receipt and legal sufficiency of which is hereby
acknowledged, the Nominee Purchaser agrees as follows:

     

    1.            Except
as expressly set forth in the Purchase Agreement, Neurogen LLC shall have no
obligation to provide any documents and information to Nominee Purchaser with
respect to the Property.  Nominee Purchaser shall not rely on any
warranties, promises, understandings or representations, express or implied, of
Neurogen LLC or any agent of Neurogen LLC relating to the present or future
physical condition, development, potential, operation, income generated by, or
any other matter or thing affected by or related to the Property which are not
expressly contained in the closing documents delivered to Nominee Purchaser by
Neurogen LLC at the closing of the Property (the “Closing”), and no such
representation or warranty shall be implied.  Except as set forth in
this Agreement or the Environmental Indemnification, the Property
is

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    being
transferred in an “AS IS” “WHERE IS” condition and “WITH ALL FAULTS” as of the
date of the Closing.

     

    2.           In
purchasing, evaluating and financing the Property, in determining whether or not
to make the investment, and in making any application or filing to any
governmental authority, Nominee Purchaser shall rely solely upon the results of
Nominee Purchaser’s own inspections or other information obtained or otherwise
available to Nominee Purchaser, rather than any information that may have been
provided by Neurogen LLC to Original Purchaser or Nominee
Purchaser.

     

    3.           Except
to the extent Neurogen Corporation has breached its obligations as Certifying
Party under any Property Transfer Form delivered at Closing under the
Connecticut Transfer Act or under the Environmental Indemnification, Nominee
Purchaser waives and releases Neurogen Corporation and Neurogen LLC from any
present or future claims arising from or relating to the presence or alleged
presence of asbestos or harmful or toxic substances in, on, under or about the
Property including, without limitation, any claims under or on account of (i)
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as the same may have been or may be amended from time to time, and similar
state statutes, and any regulations promulgated thereunder, (ii) any other
federal, state or local law, ordinance, rule or regulation, now or hereafter in
effect, that deals with or otherwise in any manner relates to, environmental
matters of any kind, or (iii) the common law.

     

    4.           Except
as expressly set forth in the documents and instruments executed and delivered
by Neurogen LLC and Neurogen Corporation in connection with the Closing
(including without limitation the Property Transfer Form and the Environmental
Indemnification), no representations or warranties have been made or are made
and no responsibility has been or is assumed by Neurogen LLC, by Neurogen
Corporation, or by any officer, person, firm, agent or representative acting or
purporting to act on behalf of Neurogen LLC or Neurogen Corporation as to the
condition or repair of the Property or the value, expense of operation, or
income potential of the Property or any portion thereof or as to any other fact
or condition which has or might affect the Property or the condition, repair,
value, expense of operation or income potential of the Property or any portion
thereof.  The parties agree that all understandings and agreements
heretofore made between them or their respective agents or representatives are
merged in this Agreement and such closing documents, which alone fully and
completely express their agreement, neither party relying upon any statement or
representation by the other unless such statement or representation is
specifically embodied in this Agreement or such closing
documents.  Neurogen LLC makes no representations or warranties as to
whether the Property contains asbestos or harmful or toxic substances or
pertaining to the extent, location or nature of same.  To the extent
that Neurogen LLC has provided or hereafter may provide to Original Purchaser or
Nominee Purchaser information from any inspection, engineering or environmental
reports concerning asbestos or harmful or toxic substances, Neurogen LLC makes
no representations or warranties with respect to the accuracy or completeness,
methodology of preparation or otherwise concerning such reports.

     

    5.           Representations and
Warranties of Nominee Purchaser. Nominee Purchaser represents and
warrants to Neurogen LLC that:

     

    (a)           Nominee
Purchaser is a [_________________] duly organized, validly existing and in good
standing under the laws of the state of its formation and is authorized to
transact business in the State of Connecticut, and has duly authorized the
execution, delivery and

     


    
      
        
          
            	 
      	
                    --

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    performance
of this Agreement, and such execution, delivery and performance shall not
violate any material term of any of its [certificate of incorporation or bylaws]
[articles of organization or operating agreement].  This Agreement has
been, and all of the documents delivered by Nominee Purchaser at the Closing are
authorized and executed and constitute the valid and binding obligations of
Nominee Purchaser.

     

    (b)           Nominee
Purchaser and each of its members is a citizen of, or partnership, corporation
or other form of legal person domesticated in the United States of
America.

     

    (c)           Nominee
Purchaser is currently in compliance with the regulations of OFAC and any
statute, executive order (including the September 24, 2001, Executive Order
Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten
to Commit, or Support Terrorism), or other governmental action relating
thereto.

     

    (d)           Nominee
Purchaser has had no dealings, negotiations, or consultations with any broker,
representative, employee, agent or other intermediary in connection with its
acquisition of the Property.  Nominee Purchaser shall indemnify,
defend and hold Neurogen LLC free and harmless from any liability, loss, claim
or demand, including, without limitation, attorneys’ fees and other costs
(including attorneys’ fees and costs arising out of the enforcement of this
indemnification), arising out of or attributable to the claims of any broker(s),
representative(s), employee(s), agent(s) or other intermediary(ies) claiming to
have represented Nominee Purchaser or otherwise to be entitled to compensation
in connection with this Agreement or in connection with the sale of the Property
(excluding O, R & L Commercial Real Estate) based upon the acts or omissions
of Nominee Purchaser.

     

    6.           The
terms and provisions of this Agreement shall survive Closing and delivery of the
Special Warranty Deed.

     

    


    IN WITNESS WHEREOF, Nominee Purchaser
has executed this Agreement as of the date first set forth above.

    


    NOMINEE PURCHASER:

    


    By:
____________________________

    
      	
               
      

            	
              Name:

            


    

    
      	
               
      

            	
              Title:

            


    

    


    



    
      
        
          
            	 
      	
                    --

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    STATE OF
________________                                                      )

    )  ss:
_____________________

    COUNTY OF
______________                                                      )

    


    


    The foregoing instrument was
acknowledged before me this ____ day of _________, _____, by __________________,
______________________________ of ______________________________________, a
____________________, on behalf of said _______________________.

    
      	 
      	 
      
	 
      	
              Notary
      Public

              My
      Commission Expires: _______________

              Affix
      Seal

            


    

    



    
      
        
          
            	 
      	
                    --

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT 9.6

    


    NOTICE TO UTILITY
COMPANY

     

    _________
__,
2008

     

    RE:           [15
& 35] [45] Northeast Industrial Road, Branford, Connecticut.

     

    You are
hereby notified and advised that __________________ (“Purchaser”) purchased and
acquired from NEUROGEN [CORPORATION][PROPERTIES LLC] all right, title and
interest in and to [15 and 35][45] Northeast Industrial Road, Branford,
Connecticut (“Property”).

     

    In
accordance with the foregoing, you are hereby notified that all future payments
of invoices, bills, correspondence, and notices relating to the Property, should
be delivered to Purchaser at the following address:

     

    __________________________

    c/o
_______________________

    __________________________

    __________________________

    


    Very
truly yours,

    


    ________________________________

    


    


    By:                                                      

          Name:                                                      

    Title:                                                


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
11.2

    


    


    FORM OF 45 ENVIRONMENTAL
EASEMENT

    


    


    EASEMENT
AGREEMENT

     

    THIS  EASEMENT
AGREEMENT (this “Agreement”) is made
as of the _______ day of ____________, __________, by and between NEUROGEN CORPORATION (“Grantee”), a Delaware
corporation, and NEUROGEN
PROPERTIES LLC (“Grantor”), a
Connecticut limited liability company.

     

    RECITALS

     

    A.           Grantor
is the owner of certain real property commonly known as 45 Northeast Industrial
Road, Branford, Connecticut, which property is more particularly described on
Exhibit A attached hereto
(the “Property”).

     

    B.           The
Property is an “establishment” under Connecticut General Statutes Section
22a-134 et seq
(the “Transfer Act”), and  Neurogen is the Certifying Party under the
Transfer Act filing being made with respect to the disposition of the Property
on the date hereof from Grantor to ____________ (the “Transfer Act
Filing”).

     

    NOW,
THEREFORE, in consideration, inter alia, of the Grantee’s
agreement to act as Certifying Party on the Transfer Act Filing and the mutual
representations, warranties, covenants and agreements herein contained and on
the terms and subject to the conditions herein set forth, the parties hereto
hereby agree as follows:

     

    1.  The
Recitals set forth above are hereby incorporated herein.

     

    2.  Grantor hereby grants to
Grantee, its successors and assigns (each a “Benefited Party” and collectively,
the “Benefited Parties”), an easement (the “Environmental Work
Easement”) in, over, through and across the land and improvements herein
conveyed (collectively, the “Property”) for access
to, egress from, and access under, above, and through the Property, by Grantee,
its successors and assigns, agents, employees, contractors, representatives and
invitees (collectively, the “Grantee Parties”),
for the purposes of conducting investigation, remediation and monitoring
required under the Transfer Act (C.G.S. § 22a-134 et seq.) (collectively, the
“Environmental
Work”) pursuant to the Grantee’s obligations under the terms of any
Transfer Act filing now or hereafter made with respect to the Property or any
portion thereof in which Neurogen Corporation, its corporate successors or
assigns, is a certifying party (as defined in the Transfer Act).  Such
Environmental Work Easement with respect to any such Transfer Act filing shall
terminate upon the  following (the “Termination Date”):
(1) the date of receipt of written approval from the State of Connecticut
Department of Environmental Protection (“DEP”) of the
Environmental Work or, (2) if DEP has delegated oversight of the Environmental
Work to a Licensed Environmental Professional, the earlier to occur of the
following (i) three years after the


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    submittal
of the Verification (as defined in and pursuant to § 22a-134 of the Transfer
Act) relating thereto;  (ii) in the event that the DEP performs an
audit of the Verification, after submittal of additional information or
completion of any work to the satisfaction of the Department of Environment
Protection as part of an audit pursuant to C.G.S. § 22a-134a, or (iii) the date
of receipt of a no audit letter from DEP.

    


    Upon reasonable prior written notice,
Grantee Parties shall have access to the Property as reasonably necessary for
the performance of the Environmental Work.  Grantee Parties shall also
have access to the Property to the extent necessary to allow Grantee, its
successors and assigns to pursue or defend any actions by or claims against
third parties relating to the conditions on, at, emanating from or having
emanated from the Property and/or actions to complete the Environmental
Work.  In no event shall the Grantee Parties unreasonably interfere
with the use and enjoyment of the Property by Grantor and its successors and
assigns and any tenant or other permitted occupant of the Property, and Grantee
Parties shall implement all measures reasonably necessary to minimize such
interference.

    


    In performing the Environmental Work,
Grantee shall have the right, in Grantee’s sole judgment, to avail itself of the
remedial alternatives available to comply with the Remediation Standard
Regulations, Regulations of Connecticut State Agencies, Section 22a-133k-1, et
seq. (the “RSRs”), excluding the
use of environmental land use restrictions (“ELURs”) or engineered
controls.  Notwithstanding the foregoing, Grantee may use an
environmental land use restriction that solely limits the use of the Property to
industrial/ commercial use.

    


    Grantor, its heirs, administrators,
executors, successors and assigns, shall reasonably cooperate with
Grantee:  (i) in Grantee’s performance of the Environmental Work and
compliance with the Transfer Act, including the sharing of any environmental
data and information or the execution by Grantor, its successors or assigns as
Property owner, of any documentation required for compliance with the Transfer
Act or any permit application related thereto, except that Grantee shall be
responsible for signing any waste manifests or other shipping papers as the
generator for any and all waste materials generated as part of its Environmental
Work or its compliance with the Transfer Act and Grantee shall be responsible
for the payment of any fees or other costs payable to any governmental entities
related to any permit applications arising out of the Environmental Work; and
(ii) in that Grantor, its successors or assigns  shall, to the extent
of Grantor’s knowledge, promptly inform Grantee of any and all releases of any
chemical, irritant, hazardous or toxic substance, petroleum substance or waste
that occur on, at or from the Property.  If deemed necessary or
appropriate by any Benefited Party in order to accomplish Final Verification (as
hereinafter defined), the Grantor, its successors and assigns shall grant to the
DEP an ELUR  prepared by the Benefited Parties that solely limits the
use of the Property to industrial/ commercial use and shall use reasonable
efforts to obtain subordinations and/or releases to the grant of such ELUR of
those having an interest in the Property as DEP may require; provided, however,
that Grantee shall not be relieved of its obligations to complete the
Environmental Work and comply with the Transfer Act if, after reasonable
efforts, Grantor, its successors and assigns are unable to obtain such
subordinations and/or releases.    As used herein, “Final Verification”
shall mean (i) a writing signed by the Commissioner of DEP that the Property has
been investigated in accordance with prevailing


    
      
        
          
            	 
      	
                    --

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    standards
and guidelines and remediated in accordance with the RSRs, or, (ii) if DEP has
delegated oversight of the Environmental Work to a Licensed Environmental
Professional, a Verification (as defined in the Transfer Act) prepared and
submitted to the DEP by an LEP for which DEP has issued a statement that it
shall not audit the Verification, or for which DEP has completed its audit to
DEP’s satisfaction or for which three years have elapsed since the date of
submittal of the Verification to DEP.

    


    The Benefited Parties shall keep
Grantor, its successors and assigns reasonably informed of the Benefited
Parties’ progress with the Environmental Work and compliance with the Transfer
Act and, at no cost to Grantor, its successors and assigns, provide to Grantor,
its successors and assigns copies of all reports, documents, test results and
correspondence prepared by or on behalf of the Benefited Parties and submitted
to DEP concerning the Environmental Work and compliance with the Transfer Act,
and all reports, documents and correspondence received from DEP concerning the
same.  Grantor, its successors and assigns shall refrain from
communicating with any federal, state or local governmental bodies,
instrumentalities or agencies, including all political subdivisions of the State
of Connecticut  having jurisdiction over environmental matters and/or
the Transfer Act program (each, a “Governmental Authority”) regarding or
concerning, or that may affect, any activities being performed by or on behalf
of the Grantee Parties hereunder and relating to the
Property.  Notwithstanding the foregoing, Grantor, its successors and
assigns shall not be precluded from contacting any Governmental Authority to
obtain the status of any such activities being performed by or on behalf of the
Grantee Parties hereunder and relating to the Property, or responding to any
inquiries from any Governmental Authority regarding the activities being
performed by or on behalf of the Grantee Parties hereunder and relating to the
Property.  All correspondence, discussions and negotiations with, and
submissions to, any Governmental Authority concerning, or that may affect, the
Grantee Parties’ activities shall be controlled by and coordinated with the
Benefited Parties.  The Benefited Parties shall provide Grantor, its
successors and assigns with reasonable prior notice of any substantive meetings
or conference calls with any Governmental Authority concerning the Grantee
Parties’ activities and Grantor, its successors and assigns and any
representatives of said parties shall have the right to be present during such
meetings or conference calls.  Notwithstanding the foregoing, nothing
in these reservations and restrictions shall preclude the then owner of the
Property from making any filing or other communication necessary to satisfy a
legal obligation.

    


    Prior to any entry onto the Property,
Grantee shall:

    


    (a)           Carry
or cause to be carried and maintained and kept in effect, without expense to
Grantor, at all times that any entry is made by any Grantee Party upon the
Property, commercial general liability insurance with minimum limits per
occurrence of not less than One Million Dollars ($1,000,000) and Two Million
Dollars ($2,000,000) in the aggregate, naming Grantor, its successors and
assigns as additional insureds.   Each policy shall be issued by
a recognized, responsible insurance company licensed to do business in the State
of Connecticut. Grantee shall provide Grantor with written certificates of
insurance evidencing such policy(ies).

    


    (b)           Furnish
and cause its consultant’s, contractors and subcontractors
entering


    
      
        
          
            	 
      	
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    the
Property to furnish to Grantor and cause to maintained and kept in effect,
without expense to Grantor, at all times that any entry is made upon the
Property, adequate workers’ compensation insurance in statutory limits to cover
their respective employees.

    


    Grantee shall promptly repair any
physical damage done to the Property by any Grantee Parties in the exercise of
Grantee’s rights hereunder. Grantee agrees to indemnify and save harmless
Grantor, its successors and assigns from and against all claims of whatever
nature arising from any injury or damage to any person or property or any other
loss, cost, liability, claim or expense (including, but not limited to,
reasonable attorneys’ and consultants’ fees and costs) resulting from the
exercise by any Grantee Party of the easement rights set forth herein,
excluding  any consequential, exemplary, or punitive
damages.

     

    In any action related to this
Agreement, the prevailing party shall be entitled to recover its costs and
reasonable attorneys’ fees.

     

    If any court of competent jurisdiction
determines that any provision of this Agreement is invalid or unenforceable,
such provision shall be deemed to have been modified automatically  to
conform to the requirements for validity and enforceability as determined by
such court.  In the event that the provision is invalidated is of such
nature that it cannot be so modified, the provision shall be deemed deleted from
this Agreement as though it had never been included herein.  In either
case, the invalidity of such provision shall not affect the validity of any
other provisions hereof, and all such other provisions shall continue unimpaired
and in full force and effect.

     

    This Agreement may be amended only with
the consent of the Grantee or its corporate successors and assigns having at the
relevant time the benefits of the rights herein granted and the consent of the
then owner of the Property.

     

    Except as otherwise required or allowed
herein, any required notice from one party to another under this Agreement shall
be sufficient if such notice is in writing and shall be deemed to have been duly
given or sent (i) when received, if dispatched by postage prepaid registered or
certified mail (return receipt requested), (ii) when received, if delivered in
hand, or (iii) on the following business day, if dispatched by a reputable
overnight courier which requires a signature of the receiving party, in each
case to the party intended at its address as follows:

     

    


    If to any
of the Benefited Parties, including Grantee:

    


    ______________________________

    ______________________________

    ______________________________

    


    If to
Grantor,

    


    _____________________________

    _____________________________


    
      
        
          
            	 
      	
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    _____________________________

    


    Any of
the parties may change the address to which notices may be sent by written
notice to the other party sent in the manner set forth
above.  Grantee, its successors and assigns shall have no obligation
to provide any notice or documentation to Grantor, its successors or assigns if
any notice address has changed and Grantee has not been given notice of a change
of address in the manner provided herein for the giving of notices.

    


    It is the intention of the Grantee and
Grantor that this Agreement (including the easements, covenants, restrictions
and provisions contained herein) constitutes a real servitude and shall touch
and concern the Property, run with the land and with the title to the Property,
and shall apply to and be binding upon and inure to the benefit of the Grantee,
the other Benefited Parties, the Grantor and any and all parties hereafter
having any right, title or interest in the Property or any part
thereof.  This Agreement shall continue to and including the
Termination Date, unless otherwise modified in writing by the Grantee or its
corporate successors and assigns having at the relevant time the benefits of the
rights herein granted and the consent of the then owner of the
Property.

    


    Any
person or entity who acquires any right, title or interest in all or any part of
the Property shall be conclusively deemed to have consented and agreed to the
provisions of this Agreement, whether or not any reference to this Agreement or
its provisions is contained in the deed or other conveyance instruments by which
such person or entity acquires an interest in the Property.

    


    In the
event that an ELUR regarding the Property is recorded, the parties agree that
such ELUR shall not diminish any right or obligation described herein of
Grantee, any other Benefited Party, Grantor or their respective heirs,
executors, administrators, successors or assigns.

    


     

    In the event that Grantor, Grantee or
any of their respective heirs, executors, administrators, successors or assigns
shall fail to comply with the requirements of this Agreement, such persons who
so fail to comply shall be liable to the other parties (including without
limitation, the Benefited Parties) for any and all costs associated with the
enforcement of any provision or obligation created herein.

     

    [REMAINDER
OF PAGE INTENTIONALLY BLANK]

     


    
      
        
          
            	 
      	
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    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.

     

    
      	
              WITNESSES:

              ___________________________

            	
              GRANTEE:

              NEUROGEN
      CORPORATION

              By:           ___________________________________

              Name:

              Title:

            
	
              ___________________________

            	 
      
	
              ___________________________

            	
              GRANTOR:

              NEUROGEN
      PROPERTIES LLC

              BY:           Neurogen
      Corporation

              Its Sole Member

              By:           _____________________________

              Name:

              Title:

            
	
              __________________________

            	 
      


    

    



    
      
        
          
            	 
      	
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    STATE OF
________________                                                      )

    )   ss:

    COUNTY OF
_____________                                                      )

     

    The
foregoing instrument was acknowledged before me this ____ day of ____________,
__________, by  ____________________________, _______________________
of Neurogen Corporation, a Delaware corporation, on behalf of said corporation,
as his free act and deed and the free act and deed of said
corporation.

     

    
      	 
      	
              Notary
      Public

              My
      commission expires:

            


    

    


    


    


    


    


    STATE OF
_______________                                                      )

    )   ss:

    COUNTY OF
______________                                                      )

     

    The
foregoing instrument was acknowledged before me this ____ day of ____________,
________, by  ____________________________,
_______________________  of Neurogen Corporation, a Delaware
corporation, the sole member of Neurogen Properties LLC, a member managed
Connecticut limited liability company, on behalf of said corporation and limited
liability company, as his free act and deed and the free act and deed of said
corporation and limited liability company.

     

    
      	 
      	
              Notary
      Public

              My
      commission expires:

            


    


    
      
        
          
            	 
      	
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    EXHIBIT
A

    


    LEGAL DESCRIPTION OF THE
PROPERTY

    


    All that
certain piece or parcel of land, with the buildings and improvements now or
hereafter placed thereon, situated in the Town of Branford, County of New Haven
and State of Connecticut, located on the westerly side of School Ground Road,
and shown on a map entitled “Property of Automatic Fastener Corp. Branford,
Conn. Bernard E. Godfrey Registered Professional Land Surveyor 265 Church
Street, New Haven, Conn. 06510 Scale 1” = 20” - Aug. 21, 1979”, revised December
21, 1983.  Said parcel is bounded and described as
follows:

    


    
      	
              NORTHERLY

            	
              by
      Northeast Industrial Road along a curved line, three

            	
              hundred
      six and 75/100 (306.75) feet, more or
less;

            


    

     

    
      	
               
      

            	
              EASTERLY

            	
              by
      School Ground Road by a bent line, three hundred

            	
              seventy-two
      and 51/100 (372.51) feet, more or
less;

            


    

     

    
      	
              SOUTHERLY

            	
              by
      Lot 10 as shown on said map, two hundred ninety-three

            	
              and
      36/100 (293.36) feet, more or less;

            


    

     

         WESTERLY                                           by
Lot 8 as shown on said map, three hundred ninety (390)feet, more or less.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT 11.4

    


    FORM OF ENVIRONMENTAL ESCROW
AND INDEMNIFICATION AGREEMENT

    


    ENVIRONMENTAL ESCROW AND
INDEMNIFICATION AGREEMENT

     

    


     

    This ENVIRONMENTAL ESCROW AND
INDEMNIFICATION AGREEMENT (this “Agreement”)
dated as of _____________, 2010, is by and  among NEUROGEN CORPORATION, a
Delaware corporation (“Neurogen”), with an office at
__________________________________, _________________________, a limited
liability company (“Purchaser”), with an office at
c/o ___________, 1552 Post Road, Fairfield, Connecticut 06824, and FIRST AMERICAN TITLE INSURANCE
COMPANY, with an office at CityPlace II, 195 Asylum Street, Hartford,
Connecticut 06103 (“Escrow
Agent”).

     

    WHEREAS,
pursuant to the terms of that certain Purchase and Sale Agreement (the “Purchase Agreement”) dated as
of November __, 2009 between Seller and Investment Capital Partners, Ltd., as of
the date hereof, Seller has sold to Purchaser and Purchaser has acquired from
Seller all of Seller’s right, title and interest in and to that certain real
property located in the Town of Branford, County of New Haven, and State of
Connecticut, together with the buildings and improvements thereon, commonly
known as 15 Northeast Industrial Road, 35 Northeast Industrial Road and 45
Northeast Industrial Road, Branford, Connecticut and more particularly described
in the Purchase Agreement (individually, a “Property”
and collectively, the “Properties”);

     

    [If
Purchaser assigns the Purchase Agreement as contemplated under Section 12.4.3
thereof, revise the first WHEREAS, accordingly to correctly reference the
assignees and the individual property to which each assignee takes title, and
revise the introductory paragraph to make all such assignees party to this
Agreement and to be defined collectively as “Purchaser”.]

     

    [If
a third party nominee for #45 Northeast Industrial Road has been designated by
Purchaser pursuant to the terms of Section 12.4.6 of the Purchase Agreement,
revise first WHEREAS as follows:

     

    WHEREAS,
pursuant to the terms of a certain Purchase and Sale Agreement (the “Purchase
Agreement”) dated as of November __, 2009 between Seller and Investment Capital
Partners, Ltd., as of the date hereof, Seller has sold to Purchaser and
Purchaser has acquired from Seller all of Seller’s right, title and interest in
and to that certain real property located in the Town of Branford, County of New
Haven, and State of Connecticut, together with the buildings and improvements
thereon, commonly known as 15 Northeast Industrial Road and 35 Northeast
Industrial Road, Branford, Connecticut, and Seller has transferred to
Purchaser’s nominee, ______________, and ____________ has acquired from Seller
all of Seller’s right, title and interest in and to that certain real property
located in said Town of Branford, County of New Haven, and State of

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Connecticut,
together with the improvements thereon, known as 45 Northeast Industrial Road,
Branford, Connecticut, as said properties are more particularly described in the
Purchase Agreement (individually, a “Property” and collectively,
the “Properties”);
]

     

    [If
Purchaser assigns the Purchase Agreement as contemplated under Section 12.4.3
thereof and also designates a nominee to take title to #45 Northeast Industrial
Road under Section 12.4.6 thereof, revise the first WHEREAS
accordingly.]

     

    WHEREAS,
each of the Properties is an “establishment” under Connecticut General Statutes
Section 22a-134 et
seq (the “Transfer Act”), and  Neurogen is the Certifying Party
under the Transfer Act filings being made with respect to the disposition of the
Properties on the date hereof in accordance with the Purchase
Agreement.

     

    NOW,
THEREFORE, in consideration of the acquisition and disposition of the Properties
and the mutual representations, warranties, covenants and agreements herein
contained and on the terms and subject to the conditions herein set forth, the
parties hereto hereby agree as follows:

     

    1.           Recitals;
Defined Terms.  The Recitals set forth above are hereby
incorporated herein.  All initial capitalized terms not defined herein
shall have the meanings ascribed thereto in the Purchase Agreement.

     

    2.           Transfer
Act Compliance.  In accordance with the Connecticut Transfer
Act, Connecticut General Statutes §§ 22a-134 et seq. (the “Transfer
Act”), Neurogen has prepared or caused to be prepared a separate Transfer
Act filing with respect to each Property relating to the disposition of such
Property under the Purchase Agreement, and Neurogen has signed said forms, as
the certifying party.  Neurogen agrees to submit  such
forms, together with the Environmental Condition Assessment Forms provided by
Neurogen, to the Commissioner of the Connecticut Department of Environmental
Protection (the “Commissioner of
the DEP”) along with all required filing fees in compliance with the
Transfer Act.  Neurogen shall undertake and complete with commercially
reasonable diligence, in good faith and, subject to force majeure, in compliance
with all timeframes set forth in the Transfer Act, all reporting investigation,
remediation and monitoring required under the Transfer Act with respect to such
filings related to environmental conditions existing as of the date hereof at
each Property; provided, however, that if
Neurogen breaches the foregoing obligations with respect to any Property (other
than by default of any of the obligations of the owner of the Property under any
deed or easement agreement contemplated under the Purchase Agreement), up until
the Property Termination Date with respect thereto, Purchaser shall be entitled
to specific performance or recovery of any and all damages incurred by Purchaser
for breach of such obligations if Neurogen fails to cure said breach within
thirty (30) days following written notice thereof from Purchaser to Neurogen or,
if such breach cannot reasonably be cured within such thirty (30) day period,
within such reasonable time period thereafter so long as Neurogen commences such
cure within such thirty (30) day time period and diligently prosecutes such cure
to completion;  provided, further, however, that
Neurogen shall not be liable for any consequential, exemplary or punitive
damages in respect of any

     


    
      
        
          
            	 
      	
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    such
breach, and  Neurogen shall be entitled to an offset against any
damages recovered by Purchaser in the amount of any Escrow Funds disbursed under
Section 3(c) hereof.

     

    3.           Escrow
Funds.  As of the date
hereof, Neurogen has deposited with Escrow Agent the sum of ONE HUNDRED THOUSAND
AND NO/100 DOLLARS ($100,000.00) (the “Escrow Funds”) from the
Purchase Price.  The Escrow Agent shall hold the funds in an interest
bearing account, using Neurogen’s taxpayer identification number.  All
interest earned on the Escrow Funds shall be considered part of the Escrow
Funds.  The Escrow Funds shall be disbursed by the Escrow Agent as
follows:

     

    (a)  Following achievement of
Final Verification (as hereinafter defined) of at least two of the
Properties,    Neurogen shall contemporaneously deliver to
Purchaser and the Escrow Agent written notice thereof, which notice shall be
accompanied by documentation supporting achievement of such Final
Verification.  Purchaser shall have ten (10) days from the date of
receipt of said notice and documentation to object to Neurogen’s notice by
delivering written notice thereof contemporaneously to the Escrow Agent and
Neurogen within such ten (10) day period; provided, however,
that the sole basis for such objection shall be that such documentation
supporting Final Verification fails to satisfy the definition thereof set forth
below and such written notice shall include a detailed explanation of such
failure (a notice that meets such test, a “Written Objection”).  If
Written Objection is timely delivered as aforesaid, Escrow Agent shall not
disburse any Escrow Funds other than pursuant to a written direction executed by
both Purchaser and Neurogen or as ordered by any court of competent
jurisdiction.  If Purchaser does not timely deliver a Written
Objection as aforesaid to Escrow Agent and Neurogen within such ten (10) day
period, the Escrow Agent shall disburse FORTY THOUSAND AND NO/100 DOLLARS
($40,000.00) from the Escrow Funds to or at the direction of
Neurogen;

     

    (b)    Following
achievement of Final Verification of the third Property, Neurogen shall
contemporaneously deliver to Purchaser and the Escrow Agent written notice
thereof, which notice shall be accompanied by documentation supporting
achievement of such Final Verification.  Purchaser shall have ten (10)
days from the date of receipt of said notice and documentation to
contemporaneously deliver to the Escrow Agent and Neurogen a Written Objection
with respect thereto (which satisfies the definition of “Written Objection” set
forth in Section 3(a) above).  If Written Objection is timely
delivered as aforesaid, Escrow Agent shall not disburse any Escrow Funds other
than pursuant to a written direction executed by both Purchaser and Neurogen or
as ordered by any court of competent jurisdiction.  If Purchaser does
not timely deliver a Written Objection as aforesaid to Escrow Agent and Neurogen
within such ten (10) day period, the Escrow Agent shall disburse the remaining
balance of the Escrow Funds to or at the direction of
Neurogen;  and

     

    (c)           Notwithstanding
anything to the contrary contained in Section 3(a) or Section 3(b), if Neurogen
fails to submit Verification (as defined in §22a-134 of the Transfer Act) as
provided in the Transfer Act with respect to all of the Properties on
or

     


    
      
        
          
            	 
      	
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    before
the fifth (5th) anniversary of the date hereof (the “Verification Deadline”),
and fails to correct such failure (and provide written evidence thereof to
Purchaser and Escrow Agent) within thirty (30) days after delivery of notice of
such failure by Purchaser to Neurogen and Escrow Agent, the then remaining
balance of the Escrow Funds shall be disbursed to or at the direction of
Purchaser upon written demand therefor by Purchaser delivered to Neurogen and
Escrow Agent; provided, however, that if
Neurogen diligently and in good faith is undertaking its Transfer Act
responsibilities and has demonstrated such undertaking to Purchaser’s reasonable
satisfaction, then Neurogen shall be entitled to a one-year extension of such
Verification Deadline (and such extension shall be memorialized in writing by
the Purchaser delivered to the Escrow Agent and Neurogen); and provided,
further, however, that if any Escrow Funds are disbursed under this Section
3(c), then within ten (10) Business Days following Final Verification of the
last Property to achieve Final Verification, Purchaser shall refund to Neurogen
any balance of such Escrow Funds after deducting therefrom the costs incurred by
Purchaser in investigating, remediating or monitoring environmental conditions
existing at the Properties as of the date hereof.

     

    As used
in this Agreement, “Final Verification” of a Property shall mean, with respect
to the applicable Transfer Act filing for the Property described in Section
2,  (i) a writing signed by the Commissioner of the
DEP  that said Property has been investigated in accordance with
prevailing standards and guidelines and remediated in accordance with the
Remediation Standard Regulations, Regulations of Connecticut State Agencies,
Section 22a-133k-1, et seq. (the “RSRs”), or (ii) if the State of Connecticut
Department of Environmental Protection (“DEP”) has delegated oversight of the
investigation and remediation of such Property under the Transfer Act to a
Licensed Environmental Professional, a Verification (as defined in the Transfer
Act) prepared by a LEP and submitted to DEP and for which DEP has issued a
statement that it shall not audit the Verification, or for which DEP has
completed its audit to DEP’s satisfaction, or for which three years have elapsed
since the date of submittal of the Verification to DEP.

     

    4.            Environmental
Indemnity.

     

    (a)           Neurogen
hereby agrees to indemnify, defend, and hold Purchaser free and harmless from
any loss, injury, damage, claim, lien, cost or expense, including, but not
limited to, reasonable attorneys’ and consultants’ fees and costs, arising out
of any environmental conditions existing as of the date hereof with respect to
the Properties (collectively, “Purchaser Costs”);  provided, however, that such
indemnity shall terminate as to a particular Property upon the Property
Termination Date applicable thereto with respect to Purchaser Costs incurred
with respect to such Property after such date; and, provided, further,
however, that Neurogen shall not be liable for any consequential,
exemplary or punitive damages.

     

    (b)           
Purchaser hereby agrees to
indemnify, defend, and hold Neurogen (and as to the  45 Industrial
Road Property, Neurogen Properties LLC) free and harmless from any loss, injury,
damage, claim, lien, cost or expense, including, but not limited to, increased
costs of Transfer Act compliance, and reasonable attorneys’ and
consultants’

     


    
      
        
          
            	 
      	
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    fees and
costs, arising out of any environmental condition with respect to the Properties
first arising after the date hereof and not related to any environmental
condition existing at the Properties on or before the date hereof (collectively,
“Neurogen Costs”);  provided, however, that such
indemnity shall terminate as to a particular Property upon the Property
Termination Date applicable thereto with respect to Neurogen Costs incurred with
respect to such Property after such date; and  provided, further,
however, that Purchaser shall not be liable for any consequential,
exemplary or punitive damages and, notwithstanding anything to the contrary
contained herein, if a Nominee takes title to the 45 Northeast Industrial Road
Property on the date hereof pursuant to the terms of the Purchase Agreement,
Purchaser shall have no obligation or liability to Neurogen or Neurogen
Properties LLC under this Section 4(b) with respect to said
Property.

     

    5.           Confidentiality. Purchaser and Neurogen
acknowledge that environmental engineers and consultants working on the
investigation, remediation and monitoring of the Properties might be hired
through the respective party’s legal counsel and, if so, that all work product
of those engineers or consultants will be subject to the work-product doctrine
and attorney-client privilege.  Accordingly, to the extent that a
party is provided with (or otherwise obtains) any information or documentation
relating to the investigation, remediation or monitoring of the Properties by or
from the other party or its representatives, the party receiving the information
shall maintain that information on a strictly confidential basis and shall not
divulge, disclose, or reveal that information to any person at any time, or in
any manner, without the other party’s express written consent, and that
information shall continue to be subject to the work product doctrine and
attorney-client privilege, to the extent that such doctrine and privilege would
otherwise apply.  Notwithstanding the foregoing, Purchaser shall have
the right to disclose such information to its attorneys, consultants, lenders,
potential lenders or buyers of any or all of the Properties, or as may be
required by law.

     

    6.           Amendment.  This Agreement
may be amended, modified or supplemented only by an instrument in writing
executed by each of the parties hereto.

     

    7.           Assignment/Termination.

     

    


     

    (a)           Neither
this Agreement nor any right created hereby may be assigned by any party hereto
(and shall not inure to the benefit of any trustee in bankruptcy, receiver or
successor of any party) without the prior written consent of the other party
hereto, which may be withheld in its sole and absolute discretion; provided, however,
that without Neurogen’s consent but upon written notice thereof delivered by
Purchaser to Escrow Agent and Neurogen and such assignee’s assumption in writing
(for the benefit of Neurogen, its corporate successors and assigns) of
Purchaser’s refund obligation set forth in Section 3(c) hereof, Purchaser shall
be entitled to assign its right to receive any disbursement from the Escrow
Funds made pursuant to Section 3(c) hereof (but not the right to exercise any
right or privilege under this Agreement, including, without limitation the right
to give any Written Objection under Section 3(a) or Section 3(b) or any right to
deliver any notice under Section 3(c)) to one of the following:  (a)
if a Nominee (as defined in the Purchase Agreement) takes title to 45 Northeast
Industrial Road on the date

     


    
      
        
          
            	 
      	
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    hereof in
accordance with the terms of the Purchase Agreement, to such Nominee; or (b) if
Purchaser takes title to 45 Northeast Industrial Road on the date hereof in
accordance with the terms of the Purchase Agreement and Purchaser transfers such
Property to a 45 Third Party Purchaser (as defined in the Purchase Agreement) on
or before April 30, 2010 in accordance with the terms of the Purchase Agreement,
to such 45 Third Party Purchaser; provided, further,
however, that there shall be no further assignment of such right to
receive such disbursement.  Furthermore, notwithstanding anything to
the contrary contained herein, if a Nominee takes title to the 45 Northeast
Industrial Road Property on the date hereof, Neurogen shall have no obligation
or liability to Purchaser under Section 2 or Section 4 with respect to such
Property.

     

    (b)           
Except with respect to disbursement of the Escrow Funds in accordance with the
terms of this Agreement and the refund obligation under Section 3(c) hereof,
this Agreement shall terminate and become null and void, and the parties shall
be relieved of any further liability to each other hereunder,  without
any further action on the part of the parties hereto as to a particular Property
and the parties’ obligations and liabilities with respect thereto, upon the date
(the “Property
Termination Date”) of Final Verification of such Property.

     

    8.           Waiver.  No waiver by any
party of any default or breach by another party of any representation, warranty,
covenant or condition contained in this Agreement, any exhibit hereto, or any
document, instrument or certificate contemplated hereby shall be deemed to be a
waiver of any subsequent default or breach by such party of the same or any
other representation, warranty, covenant or condition.  All remedies,
whether at law or in equity, shall be cumulative and the election of any one or
more shall not constitute a waiver of the right to pursue other available
remedies.

     

    9.           Severability.  If any provision
of this Agreement is held to be illegal, invalid or unenforceable under present
or future laws effective during the term hereof, such provision shall be fully
severable and this Agreement shall be construed and enforced as if such illegal,
invalid or unenforceable provision never comprised a part hereof; and the
remaining provisions hereof shall remain in full force and effect and shall not
be affected by the illegal, invalid or unenforceable provision or by its
severance here from.

     

    10.           Governing
Law.  This Agreement
and the rights and obligations of the parties hereto shall be governed by and
construed and enforced in accordance with the substantive laws (but not the
rules governing conflicts of laws) of the State of Connecticut.

     

    11.           Jurisdiction;
Service of Process.  Any action or
proceeding seeking to enforce any provision of or based upon or arising out of
this Agreement or any agreement contemplated by this Agreement may be brought
against any of the parties in the courts of the State of Connecticut, or if it
has or can acquire jurisdiction, in the United States District Court for the
District of Connecticut, and each of the parties consents to the

     


    
      
        
          
            	 
      	
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    jurisdiction
of such courts (and of the appropriate appellate court in any such action or
proceeding) and waives any objection to venue laid therein.

     

    12.           Captions.  The captions in
this Agreement are for convenience of reference only and shall not limit or
otherwise affect any of the terms or provisions hereof.

     

    13.           Gender
and Number.  When the context
requires, the gender of all words used herein shall include the masculine,
feminine and neuter and the number of all words shall include the singular and
plural.

     

    14.           Reference
to Agreement.  Use of the words
“herein,” “hereof,” “hereto,” and the like in this Agreement shall be construed
as references to this Agreement as a whole and not to any particular section or
provision of this Agreement, unless otherwise noted.

     

    15.           Notices.  Any notice
required or permitted to be given hereunder shall be deemed to be given when
hand delivered when delivered by Federal Express, UPS overnight, or similar
overnight express service (unless such delivery is refused, in which case such
notice shall be deemed given on the date delivery thereof is refused), or on the
date when delivered by facsimile transmission with written acknowledgment of
receipt (provided that a copy of such notice is also transmitted by nationally
recognized overnight courier on such date to the applicable party at its address
listed below), in any case addressed to the parties at their respective
addresses referenced below:

     

    


    
      	
              If
      to Purchaser:

            	
               ________________________

              c/o
      Investment Capital Partners, Ltd.

            
	 
      	
              1552
      Post Road

              Fairfield,
      CT 06824

            
	 
      	
              Attention:  Stephen
      P. Lawrence

            
	 
      	
              Phone:  (203)
      259-5505

              Fax:  (203)
      259-2606

            
	
              With
      a copy to:

            	
               Berkowitz,
      Trager & Trager, LLC

            
	 
      	
               8
      Wright Street

              Westport,
      CT 06880

            
	 
      	
               Attention:  Steven
      M. Siegelaub, Esq.

            
	 
      	
               Phone:  (203)
      291-8223

              Fax:  (203)
      226-3801

               

            
	
              If
      to Neurogen:

            	
              Neurogen
      Corporation

              ____________________

              ____________________

               

            
	 
      	
              Attention:                 

            
	 
      	
              Phone:

            
	 
      	
              Fax:

            
	
              With
      a copy to:

            	
              Day
      Pitney LLP

              242
      Trumbull Street

              Hartford,
      Connecticut 06103-3499

               

              Attention:  Rosemary
      G. Ayers, Esq.

              Phone:  (860)
      275-0185

              Fax:  (860)
      881-2525

            
	
              If
      to Escrow Agent:

            	
               

              First
      American Title Insurance Company

              CityPlace
      II

              185
      Asylum Street

              Hartford,
      Connecticut 06103

               

              Attention:  Eliot
      Streim, Esq.

              Phone:
      (860) 727-9908

              Fax:  (860)
      727-8701

            


    

     

    or, in
each case, to such other address as either party may from time to time designate
by giving notice in writing to the other party.  Telephone numbers are
for informational purposes only.  Effective notice shall be deemed
given only as provided above. The attorneys for the parties may give notices on
behalf of their clients.

     

    16.           Counterparts.  This Agreement
may be executed in multiple counterparts, each of which shall be deemed an
original, and all of which together shall constitute one and the same
instrument.

     

    17.           Escrow
Agent’s Fee.  The initial $______ fee for establishing the
Escrow Account and the fee for administration of the escrow (which shall be $0
for any month in which no disbursement is made and shall not exceed $100 for any
month in which disbursements are made) shall be paid from the Escrow
Funds.

     

    18.           Escrow
Provisions.  Neurogen and
Purchaser do hereby jointly and severally agree that Escrow Agent shall incur no
liability whatsoever in connection with its good faith performance under this
Agreement, and do hereby jointly and severally release and waive any claims they
may have against Escrow Agent, which may result from its performance in good
faith of its function as Escrow Agent, including but not limited to, a delay in
the transfer of funds.  Neurogen and Purchaser further indemnify and
hold Escrow Agent harmless from and against any and all claims and actions
arising from this Agreement, or arising from Escrow Agent’s role as escrow agent
hereunder, provided that Escrow Agent shall be liable for the loss or damage
caused directly by its acts of gross negligence or willful misconduct while
performing as Escrow Agent under this Agreement.

     


    
      
        
          
            	 
      	
                    --

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    The
Escrow Agent shall be entitled to rely upon the authenticity of any signature
and upon the genuineness and validity of any writing (including writings
received by facsimile or electronic mail) received by Escrow Agent relating to
this Agreement.    THE ESCROW FUNDS SHALL NOT EARN INTEREST
UNLESS AND UNTIL A SIGNED IRS FORM W-9 IS RECEIVED BY ESCROW AGENT.

     

    


     

    Except as
expressly provided in Section 3 with respect to invoiced amounts not in dispute,
in the event of any disagreement between the parties hereto resulting in
conflicting instructions to, or adverse claims or demands upon the Escrow Agent
with respect to the release of the Escrow Funds, the Escrow Agent may refuse to
comply with any such instruction, claim or demand so long as such disagreement
shall continue, and in so refusing the Escrow Agent shall not further release
the Escrow Funds.  The Escrow Agent shall not be, or become liable in
any way for its failure or refusal to comply with any such conflicting
instructions or adverse claims or demands, and it shall be entitled to continue
to refrain from acting until such conflicting instructions or adverse claims or
demands (a) shall have been reconciled by agreement and Escrow Agent shall have
been notified in writing thereof by the Neurogen and Purchaser; or (b) shall
have finally been determined in a court of competent jurisdiction.

     

    


     

    The
Escrow Agent may, at its sole discretion, resign by giving (30) days written
notice hereof to Neurogen and Purchaser.  Neurogen and Purchaser shall
furnish to the Escrow Agent written instructions for the release of the Escrow
Funds.  If the Escrow Agent shall not have received such written
instructions within such 30 day period, the Escrow Agent may petition any court
of competent jurisdiction for the appointment of a successor Escrow Agent and
upon such appointment deliver the Escrow Funds to such
successor.  Reasonable costs and fees incurred by the Escrow Agent
with respect to conflicting claims or adverse claims or demands may, at the
option of the Escrow Agent, be deducted from any funds held pursuant
hereto.

     

    None of
the provisions of this agreement shall prohibit Escrow Agent from bringing an
interpleader action or from exercising any rights that might be afforded by
statutory or common law to resolve any disagreements, uncertainties, conflicts
or disputes as to the administration by Escrow Agent of its duties and
obligations hereunder.

     

    19.           Joint and
Several Liability.    __________, ___________ and
________________ shall be jointly and severally liable for all obligations of
Purchaser hereunder.  [Utilize this provision if there is
more than one party comprising the “Purchaser” under the Purchase
Agreement.]

     

    20.           Recordation.  Neither
this Agreement nor any memorandum hereof shall be recorded on the Branford Land
Records.

     


    
      
        
          
            	 
      	
                    --

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    21.           Attorneys’
Fees and Costs.  In the event of any litigation arising out of
this Agreement, the prevailing party shall be entitled to reasonable attorneys’
fees and costs actually incurred.

     

    [SIGNATURE
PAGE FOLLOWS]

     


    
      
        
          
            	 
      	
                    --

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, this Agreement is
executed as of the date and year first written above.

    NEUROGEN:

    


    NEUROGEN
CORPORATION

    


    By:                                                   

          Name:                                                   

    Title:                                              

    


    PURCHASER:

    


    [______________________]

    


    By:                                                   

          Name:                                                   

    Title:                                              

    


    


    ESCROW
AGENT:

    


    FIRST
AMERICAN TITLE INSURANCE COMPANY

    


    By:                                                   

          Name:                                                   

    Title:                                              


    
      
        
          
            	 
      	
                    --

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
12.4.6

    


    FORM
OF  ENVIRONMENTAL INDEMNIFICATION AGREEMENT FOR
NOMINEE

    


    


    ENVIRONMENTAL
INDEMNIFICATION AGREEMENT

     

    


     

    This ENVIRONMENTAL INDEMNIFICATION
AGREEMENT (this “Agreement”)
dated as of _____________, 2010, is by and between NEUROGEN CORPORATION, a
Delaware corporation (“Neurogen”), with an office at
__________________________________ and  _________________________,
_______________ (“Nominee”), with an office at
________________.

     

     WHEREAS,
pursuant to the terms of a certain Purchase and Sale Agreement (the “Purchase
Agreement”) dated as of November__, 2009 between Neurogen, Neurogen
Properties,  LLC (“Neurogen LLC”) and Investment Capital Partners,
Ltd. (said entity or its permitted assigns, “Purchaser”), as of the date hereof,
Neurogen Properties, LLC has transferred to Nominee (as Purchaser’s nominee) and
Nominee has acquired from Neurogen LLC all of Neurogen LLC’s right, title and
interest in and to that certain real property located in said Town of Branford,
County of New Haven, and State of Connecticut, together with the improvements
thereon, known as 45 Northeast Industrial Road, Branford, Connecticut and more
particularly described in Schedule A attached
hereto and made a part hereof (the “Property”);

     

    WHEREAS,
the Property is an “establishment” under Connecticut General Statutes Section
22a-134 et seq
(the “Transfer
Act”), and  Neurogen is the Certifying Party under the Transfer
Act filing being made with respect to the disposition of the Property on the
date hereof to Nominee; and

     

    WHEREAS,  on
the date hereof, Neurogen, Neurogen LLC and Nominee have entered into that
certain Environmental Escrow and Indemnification Agreement pursuant to the terms
of the Purchase Agreement (the “Environmental Escrow Agreement”).

     

    NOW,
THEREFORE, in consideration of the acquisition and disposition of the Property
and the mutual representations, warranties, covenants and agreements herein
contained and on the terms and subject to the conditions herein set forth, the
parties hereto hereby agree as follows:

     

    22.           Recitals;
Defined Terms.  The Recitals set forth above are hereby
incorporated herein.

     

    23.           Transfer
Act Compliance.  In accordance with the Connecticut Transfer
Act, Connecticut General Statutes §§ 22a-134 et seq. (the “Transfer
Act”), Neurogen has prepared or caused to be prepared a Transfer Act
filing with respect to the Property relating to the disposition of such Property
to Nominee, and Neurogen has signed said form, as the certifying
party.  Neurogen agrees to submit  such form, together with
the

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Environmental
Condition Assessment Forms provided by Neurogen, to the Commissioner of the
Connecticut Department of Environmental Protection (the “Commissioner of
the DEP”) along with all required filing fees in compliance with the
Transfer Act.  Neurogen shall undertake and complete with commercially
reasonable diligence, in good faith and, subject to force majeure, in compliance
with all timeframes set forth in the Transfer Act, all reporting investigation,
remediation and monitoring required under the Transfer Act with respect to such
filing related to environmental conditions existing as of the date hereof at the
Property; provided, however, that if
Neurogen breaches the foregoing obligations with respect to the Property (other
than by default of any of the obligations of the owner of the Property under
that certain Environmental Easement Agreement from Neurogen LLC to Neurogen
entered into on or about the date hereof), up until the Property Termination
Date, Nominee shall be entitled to specific performance or recovery of any and
all damages incurred by Nominee for breach of such obligations if Neurogen fails
to cure said breach within thirty (30) days following written notice thereof
from Nominee to Neurogen or, if such breach cannot reasonably be cured within
such thirty (30) day period, within such reasonable time period thereafter so
long as Neurogen commences such cure within such thirty (30) day time period and
diligently prosecutes such cure to completion; and,  provided, further, however, that
Neurogen shall not be liable for any consequential, exemplary or punitive
damages in respect of any such breach, and Neurogen shall be entitled to an
offset against any damages recovered by Nominee in the amount of any Escrow
Funds disbursed under Section 3(c) of the Environmental Escrow
Agreement.   

     

    As used
in this Agreement, “Final
Verification” of the Property shall mean, with respect to the Transfer
Act filing for the Property described in Section 2,  (i) a writing
signed by the Commissioner of the DEP that the Property has been investigated in
accordance with prevailing standards and guidelines and remediated in accordance
with the Remediation Standard Regulations, Regulations of Connecticut State
Agencies, Section 22a-133k-1, et seq. (the “RSRs”), or (ii) if the State of
Connecticut Department of Environmental Protection (“DEP”) has delegated
oversight of the investigation and remediation of the Property under the
Transfer Act to a Licensed Environmental Professional, a Verification (as
defined in the Transfer Act) prepared by a LEP and submitted to DEP and for
which DEP has issued a statement that it shall not audit the Verification, or
for which DEP has completed its audit to DEP’s satisfaction, or for which three
years have elapsed since the date of submittal of the Verification to
DEP.

     

    24.            Environmental
Indemnity.

     

    (a)           Neurogen
hereby agrees to indemnify, defend, and hold Nominee free and harmless from any
loss, injury, damage, claim, lien, cost or expense, including, but not limited
to, reasonable attorneys’ and consultants’ fees and costs, arising out of any
environmental conditions existing as of the date hereof with respect to the
Property (collectively, “Nominee Costs”);  provided, however, that such
indemnity shall terminate upon the Property Termination Date with respect to
Nominee Costs incurred after such Property Termination Date; and, provided, further,
however, that Neurogen shall not be liable for any consequential,
exemplary or punitive damages.

     


    
      
        
          
            	
                    41982337.2

                  	
                    --

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    (b)           
Nominee hereby agrees to
indemnify, defend, and hold Neurogen and  Neurogen Properties LLC free
and harmless from any loss, injury, damage, claim, lien, cost or expense,
including, but not limited to, increased costs of Transfer Act compliance, and
reasonable attorneys’ and consultants’ fees and costs, arising out of any
environmental condition with respect to the Property first arising after the
date hereof and not related to any environmental condition existing at the
Property on or before the date hereof (collectively, “Neurogen
Costs”);  provided, however, that such
indemnity shall terminate upon the Property Termination Date with respect to
Neurogen Costs incurred after such date; and provided, further,
however, that Nominee shall not be liable for any consequential,
exemplary or punitive damages.

     

    25.           Confidentiality. Nominee and Neurogen
acknowledge that environmental engineers and consultants working on the
investigation, remediation and monitoring of the Property might be hired through
the respective party’s legal counsel and, if so, that all work product of those
engineers or consultants will be subject to the work-product doctrine and
attorney-client privilege.  Accordingly, to the extent that a party is
provided with (or otherwise obtains) any information or documentation relating
to the investigation, remediation or monitoring of the Property by or from the
other party or its representatives, the party receiving the information shall
maintain that information on a strictly confidential basis and shall not
divulge, disclose, or reveal that information to any person at any time, or in
any manner, without the other party’s express written consent, and that
information shall continue to be subject to the work product doctrine and
attorney-client privilege, to the extent that such doctrine and privilege would
otherwise apply.  Notwithstanding the foregoing, Nominee shall have
the right to disclose such information to its attorneys, consultants, lenders,
potential lenders or buyers of the Property, or as may be required by
law.

     

    26.           Amendment.  This Agreement
may be amended, modified or supplemented only by an instrument in writing
executed by each of the parties hereto.

     

    27.           Assignment/Termination.

     

    


     

    (a)           Neither
this Agreement nor any right created hereby may be assigned by any party hereto
(and shall not inure to the benefit of any trustee in bankruptcy, receiver or
successor of any party) without the prior written consent of the other party
hereto, which may be withheld in its sole and absolute discretion.

     

    (b)           
This Agreement shall terminate and become null and void, and the parties shall
be relieved of any further liability to each other hereunder,  without
any further action on the part of the parties hereto, upon the date (the “Property
Termination Date”) of Final Verification of the Property.

     

    28.           Waiver.  No waiver by any
party of any default or breach by another party of any representation, warranty,
covenant or condition contained in this Agreement, any exhibit hereto, or any
document, instrument or certificate contemplated hereby shall be deemed to be a
waiver of any subsequent default or breach by such party of the same
or

     


    
      
        
          
            	
                     

                  	
                    --

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    any other
representation, warranty, covenant or condition.  All remedies,
whether at law or in equity, shall be cumulative and the election of any one or
more shall not constitute a waiver of the right to pursue other available
remedies.

     

    29.           Severability.  If any provision
of this Agreement is held to be illegal, invalid or unenforceable under present
or future laws effective during the term hereof, such provision shall be fully
severable and this Agreement shall be construed and enforced as if such illegal,
invalid or unenforceable provision never comprised a part hereof; and the
remaining provisions hereof shall remain in full force and effect and shall not
be affected by the illegal, invalid or unenforceable provision or by its
severance here from.

     

    30.           Governing
Law.  This Agreement
and the rights and obligations of the parties hereto shall be governed by and
construed and enforced in accordance with the substantive laws (but not the
rules governing conflicts of laws) of the State of Connecticut.

     

    31.           Jurisdiction;
Service of Process.  Any action or
proceeding seeking to enforce any provision of or based upon or arising out of
this Agreement or any agreement contemplated by this Agreement may be brought
against any of the parties in the courts of the State of Connecticut, or if it
has or can acquire jurisdiction, in the United States District Court for the
District of Connecticut, and each of the parties consents to the jurisdiction of
such courts (and of the appropriate appellate court in any such action or
proceeding) and waives any objection to venue laid therein.

     

    32.           Captions.  The captions in
this Agreement are for convenience of reference only and shall not limit or
otherwise affect any of the terms or provisions hereof.

     

    33.           Gender
and Number.  When the context
requires, the gender of all words used herein shall include the masculine,
feminine and neuter and the number of all words shall include the singular and
plural.

     

    34.           Reference
to Agreement.  Use of the words
“herein,” “hereof,” “hereto,” and the like in this Agreement shall be construed
as references to this Agreement as a whole and not to any particular section or
provision of this Agreement, unless otherwise noted.

     

    35.           Notices.  Any notice
required or permitted to be given hereunder shall be deemed to be given when
hand delivered when delivered by Federal Express, UPS overnight, or similar
overnight express service (unless such delivery is refused, in which case such
notice shall be deemed given on the date delivery thereof is refused), or on the
date when delivered by facsimile transmission with written acknowledgment of
receipt (provided that a copy of such notice is also transmitted by nationally
recognized overnight courier on such date to the applicable party at its address
listed below), in any case addressed to the parties at their respective
addresses referenced below:

     


    
      
        
          
            	
                     

                  	
                    --

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
              If
      to Nominee:

            	
               ________________________

               

            
	 
      	
              ________________________

              ________________________

            
	 
      	
              Attention:

            
	 
      	
              Phone:

              Fax:

            
	
              With
      a copy to:

            	
              _______________________

              ________________________

              ________________________

              Attention:

            
	 
      	
               Phone:

              Fax:

               

            
	
              If
      to Neurogen:

            	
              Neurogen
      Corporation

              ____________________

              ____________________

               

            
	 
      	
              Attention:                 

            
	 
      	
              Phone:

            
	 
      	
              Fax:

            
	
              With
      a copy to:

            	
              Day
      Pitney LLP

              242
      Trumbull Street

              Hartford,
      Connecticut 06103-3499

               

              Attention:  Rosemary
      G. Ayers, Esq.

              Phone:  (860)
      275-0185

              Fax:  (860)
      881-2525

            


    

     

    or, in
each case, to such other address as either party may from time to time designate
by giving notice in writing to the other party.  Telephone numbers are
for informational purposes only.  Effective notice shall be deemed
given only as provided above. The attorneys for the parties may give notices on
behalf of their clients.

     

    36.           Counterparts.  This Agreement
may be executed in multiple counterparts, each of which shall be deemed an
original, and all of which together shall constitute one and the same
instrument.

     

    37.           Recordation.  Neither
this Agreement nor any memorandum hereof shall be recorded on the Branford Land
Records.

     


    
      
        
          
            	
                     

                  	
                    --

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    38.           Attorneys’
Fees and Costs.  In the event of any litigation arising out of
this Agreement, the prevailing party shall be entitled to reasonable attorneys’
fees and costs actually incurred.

     

    [SIGNATURE
PAGE FOLLOWS]

     


    
      
        
          
            	
                     

                  	
                    --

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, this Agreement is
executed as of the date and year first written above.

    NEUROGEN:

    


    NEUROGEN
CORPORATION

    


    By:                                                   

          Name:                                                   

    Title:                                              

    


    NOMINEE:

    


    [______________________]

    


    By:                                                   

          Name:                                                   

    Title:                                              

    


     
 


    
      
        
          
            	
                     

                  	
                    --

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
A

    


    


    


    LEGAL DESCRIPTION OF THE
PROPERTY

    


    All that
certain piece or parcel of land, with the buildings and improvements now or
hereafter placed thereon, situated in the Town of Branford, County of New Haven
and State of Connecticut, located on the westerly side of School Ground Road,
and shown on a map entitled “Property of Automatic Fastener Corp. Branford,
Conn. Bernard E. Godfrey Registered Professional Land Surveyor 265 Church
Street, New Haven, Conn. 06510 Scale 1” = 20” - Aug. 21, 1979”, revised December
21, 1983.  Said parcel is bounded and described as
follows:

    


    
      	
              NORTHERLY

            	
              by
      Northeast Industrial Road along a curved line, three

            	
              hundred
      six and 75/100 (306.75) feet, more or
less;

            


    

     

    
      	
               
      

            	
              EASTERLY

            	
              by
      School Ground Road by a bent line, three hundred

            	
              seventy-two
      and 51/100 (372.51) feet, more or
less;

            


    

     

    
      	
              SOUTHERLY

            	
              by
      Lot 10 as shown on said map, two hundred ninety-three

            	
              and
      36/100 (293.36) feet, more or less;

            


    

     

         WESTERLY                                           by
Lot 8 as shown on said map, three hundred ninety (390)feet, more or less.

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
12.17

    


    FORM OF ESTOPPEL
CERTIFICATE

    


    


    TENANT ESTOPPEL
CERTIFICATE

    


    To:           _________________________  and
__________________________, their respective successors and assigns

     
 

    


    Re:           Lease
dated February 20, 2009, between Neurogen Corporation (“Landlord”) and the
undersigned (the “Lease”) demising
certain premises shown on Exhibit A attached
hereto (the “Premises”) located at
property known as 35 Northeast Industrial Road, Branford, Connecticut (the
“Property”).

    


    PREMISES:                      Phase
IV, located at 35 Northeast Industrial Road, Branford, Connecticut, and
consisting of approximately 21, 970 square feet

    


    LANDLORD:                                Neurogen
Corporation

    


    TENANT:                      Forma
Therapeutics, Inc.

    


    LEASE
DATED:                                February
20, 2009

    


    TENANT’S
NOTICE
ADDRESS:                                                                790
Memorial Drive, Cambridge, Massachusetts 02139

    


    The undersigned, Tenant, hereby
certifies to ___________________ (“Purchaser”) and _______________________
(“Bank”), their respective successors and assigns  that, to the best
of Tenant’s knowledge:

    


    1.           Tenant
has accepted possession of the Premises pursuant to the Lease.  The
Lease term commenced on March 1, 2009.  The termination date of the
Lease term, excluding renewals and extensions, is February 28,
2012.

    


    2.           Any
improvements required by the terms of the Lease to be made by Landlord have been
completed to the satisfaction of Tenant in all respects, and Landlord has
fulfilled all of its duties under the Lease.

    


    3.           Any
improvements required by the terms of the Lease to be made by Tenant have been
completed to the satisfaction of Landlord in all respects, and Tenant has
fulfilled all of its duties under the Lease.

    


    4.           A
true, correct and complete copy of the Lease is attached hereto as Exhibit B and made a
part hereof.  The Lease has not been assigned, modified, supplemented
or amended in any way.  The Lease constitutes the entire agreement
between the parties and there are no other agreements between Landlord and
Tenant concerning the Premises.


    
      
        
          
            	
                     

                  	 
      	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    5.           The
Lease is valid and in full force and effect, and, to the best of Tenant’s
knowledge, neither Landlord nor Tenant is in default
thereunder.  Tenant has no defense, setoff or counter-claim against
Landlord arising out of the Lease or in any way relating thereto, or arising out
of any other transaction between Tenant and Landlord, and no event has occurred
and no condition exists, which, with the giving of notice or the passage of
time, or both, will constitute a default under the Lease.

    


    6.           No
rent or other sum payable under the Lease has been paid in
advance.  Tenant has paid a security deposit of
$120,834.99.

    


    7.           The
minimum monthly rent presently payable under the Lease is
$40,278.33.  Such rent has been paid through ____________,
___________.

    


    8.           All
notices and other communications from Tenant to Purchaser shall be in writing
and shall be delivered or mailed by registered mail, postage paid, return
receipt requested, addressed to Purchaser at

    


    ________________________

    c/o Investment Capital,
Ltd.

    1552 Post Road

    Fairfield, Connecticut
06824

    Attention:                      Stephen
P. Lawrence

    


    or at
such other address as Purchaser, any successor, purchaser or transferee shall
furnish to Tenant in writing.

    


    9.           This
Estoppel Certificate is being executed and delivered by Tenant to induce
Purchaser to acquire the premises and to induce Bank to make a loan to Purchaser
to acquire the premises,  and with the intent and understanding that
the above statements will be relied upon by Purchaser and Bank, their respective
successors and assigns.  Any exceptions to the statement are noted by
Tenant in this Estoppel Certificate.

    


    


    Dated:  ______________,
_______

    


    TENANT:

    


    FORMA
THERAPEUTICS, INC.

    


    


    By:___________________________

    


    


    


    


    



    
      
        
          
            	
                     

                  	
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    EXHIBIT
A

    


    Diagram
of Premises

    


    [SEE
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    EXHIBIT
B

    


    Lease

    


    [SEE
ATTACHED]

    


    


    


    


    



    
      
        
          
            	
                     

                  	 
      	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
12.17(A)

    


    FORM OF SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT

    


    SUBORDINATION,
NON-DISTURBANCE

    AND
ATTORNMENT AGREEMENT

    


    


    THIS SUBORDINATION, NONDISTURBANCE AND
ATTORNMENT AGREEMENT (“Agreement”) is made as of this ____ day of ________,
20__, by and among ______________________________, a _____________________ with
an office located at _________________________________________ (hereinafter
called “Tenant”), ______________________________, a _____________________ with
an office located at _________________________________________ (hereinafter
called “Landlord”), and [BANK
NAME AND ADDRESS] (hereinafter called “Bank”).

    


    WITNESSETH:

    


    WHEREAS, the Tenant has entered into a
certain lease (the “Lease”) dated as of ____________, 20__, with Landlord whereby Landlord leased
to Tenant those certain premises within a certain building known as
________________ in ______________, Connecticut and being more particularly
bounded and described in Exhibit A attached
hereto and made a part hereof (the “Premises”); and

    


    WHEREAS, the Bank has made a loan in
the amount of _________________________________ and NO/100 DOLLARS
($____________) (the “Loan”) secured by Mortgage dated ___________________ (the
“Mortgage”) covering the Premises to the Landlord which Mortgage will be
recorded in the Office of the Town Clerk of Branford on or about the date
herewith; and

    


    WHEREAS, Tenant acknowledges that said
Mortgage constitutes a lien or charge upon the Premises [which is
unconditionally prior and superior to the Lease and the leasehold interest of
Tenant]; and

    


    WHEREAS, as a condition precedent to
making the Loan, Bank has required that Landlord and Tenant enter into a
non-disturbance agreement with Bank and Bank has agreed to grant non-disturbance
to Tenant under the Lease on the terms and conditions hereafter set
forth.

    


    NOW, THEREFORE, in consideration of the
promises and mutual covenants hereinafter contained, the parties hereto mutually
covenant and agree as follows:

    


    1.           The
Lease and any extensions, renewals, replacements or modifications thereof, and
all of the right, title and interest of the Tenant in and to said Premises are
and shall be subject and subordinate to the Mortgage and to all of the terms and
conditions contained therein, and to any renewals, modifications, replacements,
consolidations and extensions thereof.

    


    2.           Bank
consents to the Lease and, in the event of foreclosure of said Mortgage, or in
the event Bank comes into possession of, or acquires title to the Premises as a
result of the enforcement of foreclosure of the Mortgage or the note secured
thereby, or as a result of any other means, Bank agrees to recognize Tenant and
further agrees that so long as Tenant is not in default under the Lease (beyond
any


    
      
        
          
            	
                     

                  	 
      	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    applicable
grace periods set forth in the Lease) Tenant shall not be disturbed in its
possession of the Premises for any reason other than one which would entitle the
Landlord to terminate the Lease under its terms or would cause, without any
further action by such Landlord, the termination of the Lease or would entitle
such Landlord to dispossess the Tenant from the Premises and that it will not
join or name Tenant as a party in any proceedings to foreclose the
Mortgage.

    


    3.           Tenant
shall not, without the consent of Bank, its successors and assigns (which
consent may be withheld for any reason whatsoever), join, appear or petition to
become a party in any foreclosure action or other legal proceeding in connection
with the enforcement of the Mortgage or any other document related thereto in
which Tenant is not named as a party defendant by Bank.

    


    4.           Tenant
agrees with Bank that if the interests of Landlord in the Premises shall be
transferred to and owned by Bank by reason of foreclosure or other proceedings
brought by it, or any other manner, or shall be conveyed thereafter by Bank or
shall be conveyed pursuant to a foreclosure sale of the Premises (and for
purposes of this paragraph, the term “Bank” shall be deemed to include any
grantee of the Bank or purchaser at foreclosure sale), Tenant shall be bound to
Bank under all of the terms, covenants and conditions of the Lease for the
balance of the term thereof remaining and any extensions or renewals thereof
which may be effected in accordance with any option therefor in the Lease, with
the same force and effect as if Bank were the Landlord under the Lease, and
Tenant does hereby agree to attorn to Bank as its Landlord and Bank agrees to
recognize and perform all obligations of Landlord as set forth in the Lease a s
a direct lease between the Bank and the Tenant and the Bank by virtue of such
acquisition shall be deemed to have agreed to accept such attornment, said
attornment to be effective and self-operative without the execution of any
further instruments on the part of any of the parties hereto immediately upon
Bank succeeding to the interest of the Landlord in the
Premises.  Tenant agrees, however, upon the election of and written
demand by Bank within sixty (60) days after Bank receives title to the Premises,
to execute an instrument in confirmation of the foregoing provisions, reasonably
satisfactory to Bank, in which Tenant shall acknowledge such attornment and
shall set forth the terms and conditions of its tenancy.

    


    5.           Tenant
agrees with Bank that if Bank shall succeed to the interest of Landlord under
the Lease, Bank shall not be (a) liable for any action or omission of any prior
landlord under the Lease other than continuing defaults (such as Landlord’s
failure to make required repairs), or (b) subject to any offsets or defenses
which Tenant might have against any prior landlord, or (c) bound by any rent or
additional rent which Tenant might have paid for more than the current month to
any prior landlord, or (d) bound by any security deposit which Tenant may have
paid to any prior landlord, unless such deposit is in an escrow fund which fund
has been deposited with a Connecticut banking institution pursuant to a certain
pledge and escrow agreement to which Bank is a party, or (e) bound by any
amendment or modification of the Lease made without Bank’s consent, or (f) bound
by any provision in the Lease which obligates the Landlord to erect or complete
any building or to perform any construction work or to make any improvements to
the Premises.  Tenant further agrees with Bank that Tenant will not
voluntarily subordinate the Lease to any lien or encumbrance without Bank’s
consent.

    


    6.           In
the event that the Landlord shall default in the performance or observance of
any of the terms, conditions or agreements in the Lease, Tenant shall give
prompt written notice thereof to the Bank simultaneous with any notice given to
Landlord and the Bank shall have the right (but not the obligation) to cure such
default.  It is further agreed that such notice will be given to any
successor in interest of Bank in the Mortgage, provided that prior to any such
default of Landlord such successor in interest shall have given written notice
to Tenant of its acquisition of Bank’s interest therein, and designated the
address to which such notice is to be directed.  Tenant shall not take
any action with respect to such default under the Lease including without
limitation any action in order to terminate,


    
      
        
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    rescind
or void the Lease or to withhold any rental thereunder, for a period of thirty
(30) days after receipt of such written notice thereof by the Bank with respect
to any such default capable of being cured by the payment of money and for a
period of thirty (30) days after receipt of such written notice thereof by the
Bank with respect to any other such default (provided, that in the case of any
default which cannot be cured by the payment of money and cannot with diligence
be cured with such 30-day period because of the nature of such default or
because Bank requires time to obtain possession of the Premises in order to cure
the default, if the Bank shall proceed promptly to attempt to obtain possession
of the Premises, where possession is required, and to cure the same and
thereafter shall prosecute the curing of such default with diligence and
continuity, then the time within which such default may be cured shall be
extended for such period as may be necessary to complete the curing of the same
with diligence and continuity).

    


    7.           This
Agreement shall bind and inure to the benefit of the parties hereto, their
successors and assigns.  As used herein the term “Tenant” shall
include the Tenant, its successors and assigns; the words “foreclosure” and
“foreclosure sale” as used herein shall be deemed to include the acquisition of
Landlord’s estate in the Premises by voluntary deed (or assignment) in lieu of
foreclosure; and the word “Bank” shall include the Bank herein specifically
named and any of its successors and assigns, including anyone who shall have
succeeded to Landlord’s interest in the Premises by, through or under
foreclosure of the Mortgage.

    


    8.           This
Agreement shall be the whole and only agreement between the parties hereto with
regard to the subordination of the Lease and leasehold interest of Tenant to the
lien or charge of the Mortgage in favor of Bank, and, with respect to Bank and
Tenant only, shall supersede and cancel any prior agreements as to such, or any,
subordination, including, but not limited to, those provisions, if any,
contained in the Lease, which provide for the subordination of the Lease and
leasehold interest of Tenant to a deed or deeds of trust or to a mortgage or
mortgages to be thereafter executed, and shall not be modified or amended except
in writing signed by all parties hereto.

    


    9.           Tenant
declares, agrees and acknowledges that it intentionally and unconditionally
waives, relinquishes and subordinates the Lease and its leasehold interest in
favor of the lien or charge upon said land of the Mortgage above mentioned to
the extent set forth in this Agreement, and, in consideration of this waiver,
relinquishment and subordination, specific loans and advances are being and will
be made and, as part and parcel thereof, specific monetary and other obligations
are being and will be entered into which would not be made or entered into but
for said reliance upon this waiver, relinquishment and
subordination.

    


    10.           The
use of the neuter gender in this Agreement shall be deemed to include any other
gender, and words in the singular number shall be held to include the plural,
when the sense requires.

    


    11.           Any
notice required or allowed by this Agreement shall be in writing and shall be
sent by certified or registered United States mail, postage prepaid, return
receipt requested:

    


    If to Tenant:

    


    


    


    


    If to Bank:

    



    
      
        
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    The parties may, by written notice to
the others, designate a different mailing address for notices.

    


    12.           The
respective rights and obligations of Tenant and Bank upon an attornment to Bank,
to the extent of the then remaining term of the Lease (as the same may be
extended by the exercise of any right of renewal or extension set forth in the
Lease), shall be the same as now set forth therein, it being the intention of
the parties hereto to incorporate the Lease in this Agreement by reference with
the same force and effect as if set forth at length herein.

    


    13.           The
duties and liabilities of Bank imposed in this Agreement, except (a) such as may
arise from Bank’s possession of pre-paid rent or a security or deposit fund, or
(b) such as may have arisen from a breach by Bank of any terms, covenants and
conditions of the Lease, shall cease and terminate immediately upon the
termination of Bank’s interest in the Mortgage and in the Premises, and upon
notice to Tenant of the occurrence of such termination.

    


    14.           Landlord
hereby irrevocably directs Tenant to pay all rents due and payable under the
Lease directly to Bank immediately following Bank’s delivery of written notice
(“Bank’s Rent Payment Notice”) to Tenant to the effect that Landlord is in
default under the Mortgage (or any related loan documents), notwithstanding any
subsequent contrary direction, instruction or assertion by
Landlord.  Tenant shall be under no duty to investigate, controvert or
challenge Bank’s Rent Payment Notice.  Tenant’s compliance with Bank’s
Rent Payment Notice shall not be deemed to violate the
Lease.  Landlord hereby releases Tenant from, and shall indemnify and
hold Tenant harmless from and against any and all losses, claims, damages,
liabilities, costs or expenses (including the payment of reasonable attorneys’
fees, forum costs and disbursements) arising from any claim based on Tenant’s
compliance with Bank’s Rent Payment Notice.  Tenant shall be entitled
to full credit under the Lease for any rents paid to Bank pursuant to Bank’s
Rent Payment Notice to the same extent as if such rents were paid directly to
Landlord.

    


    IN WITNESS WHEREOF, the parties hereto
have placed their hands and seals the day and year first above
written.

    


    Signed
and acknowledged in

    the
presence of us:

    TENANT:

    


    [TENANT NAME]

    


    


    ______________________________                                                                           By:_______________________________

    


    Its

    ______________________________                                                                                Duly
Authorized

    


    


    


    BANK:

    


    [BANK NAME]


    
      
        
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    ______________________________                                                                           By:_______________________________

    


    Its

    ______________________________                                                                                Duly
Authorized

    


    LANDLORD:

    


    [PURCHASER’S NAME]

    


    


    ______________________________                                                                           By:_______________________________

    


    Its

    ______________________________                                                                                Duly
Authorized

    


    


    STATE OF
CONNECTICUT)

    )  at
__________________

    COUNTY OF
____________                                                      )

    


    On this the _______ day of
______________, 20__, before me, the undersigned officer, personally appeared
________________________, known to me (or satisfactorily proven) to be the
____________________ of _______________________, a ___________________, and that
he/she, as such __________________, being authorized so to do, executed the
foregoing instrument for the purposes therein contained as his/her free act and
deed and the free act and deed of the _____________________.

    


    In Witness Whereof I hereunto set my
hand.

    


    


    ___________________________________

    Notary Public/My Commission
Expires:

    Commissioner of the Superior
Court

    


    


    


    STATE OF
CONNECTICUT)

    )  at
__________________

    COUNTY OF
____________)

    


    On this the _______ day of
______________, 20__, before me, the undersigned officer, personally appeared
________________________, known to me (or satisfactorily proven) to be the
____________________ of _______________________, a ___________________, and that
he/she, as such __________________, being authorized so to do, executed the
foregoing instrument for the purposes therein contained as his/her free act and
deed and the free act and deed of the bank.

    


    In Witness Whereof I hereunto set my
hand.

    


    ___________________________________


    
      
        
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    Notary Public/My Commission
Expires:

    Commissioner of the Superior
Court

    


    


    STATE OF
CONNECTICUT)

    )  at
__________________

    COUNTY OF
____________                                                      )

    


    On this the _______ day of
______________, 20__, before me, the undersigned officer, personally appeared
________________________, known to me (or satisfactorily proven) to be the
____________________ of _______________________, a ___________________, and that
he/she, as such __________________, being authorized so to do, executed the
foregoing instrument for the purposes therein contained as his/her free act and
deed and the free act and deed of the _____________________.

    


    In Witness Whereof I hereunto set my
hand.

    


    


    ___________________________________

    Notary Public/My Commission
Expires:

    Commissioner of the Superior
Court


    
      
        
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    EXHIBIT
12.17(B)

    


    FORM OF WAIVER
LETTER

    


    [Date]

    


    


    Forma
Therapeutics, Inc.

    790
Memorial Drive

    Cambridge,
Massachusetts 02139

    


    Re:  Lease dated February 20,
2009 between Neurogen Corporation (“Landlord”) and Forma Therapeutics, Inc.
(“Tenant”) demising certain premises located at property known as 35 Northeast
Industrial Road, Branford, Connecticut (the “Lease”)

    


    Gentlemen:

    


    The Landlord hereby waives any default
by Tenant under Section 42a(ii) of the Lease up to the date of delivery by
Tenant to Landlord of the enclosed Tenant Estoppel Certificate in accordance
with the terms hereof;  provided, however, that (i) in
no event shall such waiver apply to any other provision of the Lease, including,
without limitation, any other provision contained in Section 42a thereof; (ii)
such waiver is conditioned upon receipt by Landlord within ten (10) days after
the date hereof of the Tenant Documents (hereinafter defined), which have been
executed and where appropriate, witnessed and acknowledged, by Tenant, (iii)
such waiver shall terminate upon the date of delivery of the enclosed Tenant
Estoppel Certificate in accordance with the terms hereof, and (iv) in no event
shall this waiver preclude Landlord from exercising any remedy with respect to
any default of Tenant under Section 42a(ii) of the Lease at any time following
the expiration of such waiver, including, but not limited to any default related
to any activity of Tenant undertaken prior to the expiration of such waiver that
continues after the expiration of such waiver. Nothing contained herein shall
constitute an acknowledgement by Tenant that Tenant is in default pursuant to
the terms of the Lease.

    


    As used herein, “Tenant Documents”
means, collectively, the enclosed (i) Tenant Estoppel Certificate(s) dated no
later than the date of delivery thereof, and (ii) Subordination, Non-Disturbance
and Attornment Agreement(s) (to be dated as of the date of the mortgage and any
blanks therein completed by the lender named therein).

    


    Very truly yours,

    


    NEUROGEN CORPORATION

    


    


    By:  ____________________

    Name:

    Title: