<PAGE>

Exhbit 4.10       Collaboration Agreement, dated March 31, 2001, between
                  Gemini Genomics (UK) Limited and CuraGen Corporation


          Confidential Treatment Requested and the Redacted Material
                has been separately filed with the Commission

<PAGE>


                               DATED 23 MARCH 2001



                          GEMINI GENOMICS (UK) LIMITED

                                     - AND -

                               CURAGEN CORPORATION



                          -----------------------------
                                  COLLABORATION

                                    AGREEMENT
                          -----------------------------





                                 ARNOLD & PORTER
                                    TOWER 42
                               25 OLD BROAD STREET
                                 LONDON EC2N 1HO

                              T+44(0) 020 7786 6100
                              F+44(0) 020 7786 6299


<PAGE>

THIS AGREEMENT is made the 23d day of March 2001

BETWEEN:

(1)     GEMINI GENOMICS (UK) LIMITED whose principal place of business is at 162
        Science Park, Milton Road, Cambridge, C134 4GH ("Gemini"); and

(2)     CURAGEN CORPORATION whose principal place of business is at 555 Long
        Wharf Drive, New Haven, CT USA ("CuraGen").

WHEREAS:

(A)     Gemini and CuraGen wish to collaborate in a research programme with the
        aim of genotyping certain DNA Samples (as defined herein).

(B)     In connection with such collaborative research programme it is
        contemplated that Gemini shall provide the DNA Samples. It is further
        contemplated that CuraGen shall fund the work to be conducted by Gemini
        under the research programme.

(C)     CuraGen shall have the responsibility for commercialising the results of
        the research programme (which results shall be owned by Gemini and
        licensed to CuraGen on the terms set out herein.)

DEFINITIONS

1.1     In this Agreement the following definitions shall apply unless the
        context requires otherwise:

        1.1.1   "AFFILIATE" - any company, partnership or other business entity
                which Controls, is Controlled by or is under common Control with
                either Party;

        1.1.2   "AGREEMENT" - this document including any and all schedules,
                appendices and other addenda to it as may be added and/or
                amended from time to time in accordance with the provisions of
                this Agreement;

        1.1.3   "BUSINESS DAY" - a day other than a Saturday, Sunday, bank or
                other public holiday in England and Wales or the USA;

        1.1.4   "CLINICAL DATA" - the phenotypic data in Gemini's possession and
                control relating to the LTLSAM Samples and provided to CuraGen
                pursuant to Clause 2. 1, including, without limitation, the data
                described on Schedule 3 attached hereto.

        1.1.5   "COMMENCEMENT DATE" - the date of execution of this Agreement by
                the Parties;

        1.1.6   "COMPETENT AUTHORITY" - any national or local agency, authority,
                department, inspectorate, minister, ministry official,
                parliament or public or statutory person (whether autonomous or
                not) of any government of any country having jurisdiction over
                either any of the activities contemplated by this Agreement or
                over the Parties, including the European Commission, The Court
                of First Instance and the European Court of Justice.


                                      -2-
<PAGE>

        1.1.7   "COMPLETED GENOTYPES" - a [***] genotype for a unique marker
                individual combination, except in the case of [***] genotypes in
                male subjects where there is [***].

        1.1.8   "CONFIDENTIAL INFORMATION" - in the case of obligations of
                Gemini in relation to Confidential Information shall mean
                CuraGen Technology and, in the case of obligations on CuraGen in
                relation to Confidential Information, shall mean Gemini
                Technology and, in the case of both Gemini and CuraGen, shall
                mean all data generated by either or both Parties hereunder and
                trade secrets and/or confidential information relating to
                technology and/or relating to the business affairs not limited
                to commercial forecasts, plans, programs, customers, assets,
                financial projections, costs and customer lists and/or finances
                of a Disclosing Party supplied or otherwise made available to
                the Recipient Party or coming into the Recipient Party's
                possession in relation to the performance of this Agreement;

        1.1.9   "CONTROL" - means the ownership either directly or indirectly of
                more than 50% of the issued share capital or any other
                comparable equity or ownership interest with respect to a
                business entity or the legal power to direct or cause the
                direction of the general management and policies of the Party in
                question;

        1.1.10  "CURAGEN KNOW-HOW" - all Know-How necessary and directly
                applicable to the conduct of the Research Programme and which is
                owned by or licensed (with a right to sub-license) to CuraGen as
                at the Commencement Date or during the term of the Research
                Programme and provided by CuraGen for use in the conduct of the
                Research Programme;

        1.1.11  "CURAGEN PATENT RIGHTS" - the Patent Rights which claim CuraGen
                Know How and which are owned by or licensed (with rights to
                sub-license) to CuraGen at the Commencement Date or during the
                term of this Agreement and which would, but for the grant of a
                licence hereunder, be infringed by the conduct of the Research
                Programme;

        1.1.12  "CURAGEN TECHNOLOGY" - CuraGen Know How and CuraGen Patent
                Rights;

        1.1.13  "DISCLOSING PARTY" - the Party which discloses Confidential
                Information to the other Party;

        1.1.14  "DNA SAMPLES" - those clinical samples of human DNA in Gemini's
                possession and control.


                                      -3-
<PAGE>

        1.1.15  "DOCUMENTS" - reports, research notes, charts, graphs, comments,
                computations, analyses, recordings, photographs, paper,
                notebooks, books, files, ledgers, records, tapes, discs,
                diskettes, CD-ROM, computer programs and documents thereof,
                computer information storage means, samples of material, other
                graphic or written data and any other media on which Know How
                can be permanently stored;

        1.1.16  "FDA" - the United States Food and Drug Administration or any
                successor agency thereto or the equivalent Competent Authority
                or Regulatory Authority in any other country;

        1.1.17  "FORCE MAJEURE" - in relation to either Party, any event or
                circumstance which is beyond the reasonable control of that
                Party which event or circumstance that Party could not
                reasonably be expected to have taken into account at the date of
                this Agreement and which results in or causes the failure of
                that Party to perform any or all of its obligations under this
                Agreement including acts of God, lightning, fire, storm, flood,
                earthquake, accumulation of snow or ice, lack of water arising
                from weather or environmental problems, strike, lockout or other
                industrial or student disturbance, act of the public enemy, war
                declared or undeclared, threat of war, terrorist act, blockade,
                revolution, riot, insurrection, civil commotion, public
                demonstration, sabotage, act of vandalism, prevention from or
                hindrance in obtaining in any way materials, energy or other
                supplies, explosion, fault or failure of plant or machinery
                (which could not have been prevented by good industry practice),
                or Legal Requirement governing either Party, provided that lack
                of funds shall not be interpreted as a cause beyond the
                reasonable control of that Party;

        1.1.18  "GERNINI KNOW HOW" - all Know How necessary and directly
                applicable to the conduct of the Research Programme and which is
                owned by or licensed (with rights to sub-license) to Gemini as
                at the Commencement Date or during the term of the Research
                Programme.

        1.1.19  "GENIINI PATENT RIGHTS" - all Patent Rights which claim Gemini
                Know How and which are owned by or licensed (with rights to
                sub-license) to Gemini as at the Commencement Date or during the
                term of the Research Programme and which would, but for the
                grant of a licence hereunder, be infringed by the conduct of the
                Research Programme.

        1.1.20  "GENDNI TECHNOLOGY" - Gemini Know How and Gemini Patent Rights.

        1.1.21  "GENOTYPING" - the creation of Completed Genotypes.


                                      -4-
<PAGE>

        1.1.22  "INSOLVENCY EVENT" - in relation to either Party, means any one
                of the following:

                (a)    a notice shall have been issued to convene a meeting for
                       the purpose of passing a resolution to wind up that
                       Party, or such a resolution shall have been passed other
                       than a resolution for the solvent reconstruction or
                       reorganisation of that Party or for the purpose of
                       inclusion of any part of the share capital of that Party
                       in the Official List of the London Stock Exchange or in
                       the list of the American Stock Exchange or quotation of
                       the same on the National Association of Securities
                       Dealers Automated Quotation System; or

               (b)     a resolution shall have been passed by that Party's
                       directors to seek a winding up, or an administration
                       order or a petition for a winding up or administration
                       order shall have been presented against that Party or
                       such an order shall have been made; or

               (c)     a receiver, administrative receiver, receiver and
                       manager, interim receiver, custodian, sequestrator or
                       similar officer is appointed in respect of that Party or
                       over a substantial part of its assets or any third party
                       takes steps to appoint such an officer in respect of that
                       Party or an encumbrancer takes steps to enforce or
                       enforces its security; or

               (d)     a proposal for a voluntary arrangement shall have been
                       made in relation to that Party under Part I Insolvency
                       Act 1986; or

               (e)     a step or event shall have been taken or arisen outside
                       the United Kingdom which is similar or analogous to any
                       of the steps or events listed at (a) to (d) above; or

               (f)     that Party takes any step outside the ordinary course of
                       business (including starting negotiations) with a view to
                       readjustment, rescheduling or deferral of any part of
                       that Party's indebtedness, or proposes or makes any
                       general assignment, composition or arrangement with or
                       for the benefit of all or some of that Party's creditors
                       or makes or suspends or threatens to suspend making
                       payments to all or some of that Party's creditors or the
                       Party submits to any type of voluntary arrangement; or

               (g)     where that Party is resident in the United Kingdom it is
                       deemed to be unable to pay its debts within the meaning
                       of Section 123 Insolvency Act 1986;

        1.1.23  "KNOW HOW" - unpatented technical and other information which is
                not in the public domain, including information comprising or
                relating to concepts, discoveries, data, designs, formulae,
                ideas, inventions, methods, models, assays, research plans,
                procedures, designs for experiments and tests and results of
                experimentation and testing (including results of research or
                development), processes (including manufacturing processes,
                specifications and techniques), laboratory records, chemical,
                pharmacological, toxicological, clinical, analytical and quality
                control data, trial data, case report forms, data analyses,
                reports,


                                      -5-
<PAGE>

                manufacturing data or summaries and information contained in
                submissions to and information from ethical committees and
                regulatory authorities. Know How includes Documents containing
                Know How, including but not limited to any rights including
                trade secrets, copyright, database or design rights protecting
                such Know How. The fact that an item is known to the public
                shall not be taken to preclude the possibility that a
                compilation including the item, and/or a development relating
                to the item, is not known to the public;

        1.1.24  "LEGAL REQUIREMENT" - any present or future law, regulation,
                directive, instruction, direction or rule of any Competent
                Authority or Regulatory Authority inluding any amendment,
                extension or replacement thereof which is from time to time in
                force;

        1.1.25  "MARKETING AUTHORISATION" - any and all approvals required from
                a Regulatory Authority to market and sell Product in any country
                any product commercialized by CuraGen pursuant to Section 5;

        1.1.26  "MATERIAL" - any chemical or biological substance including any:

               (a)     organic or inorganic element;

               (b)     nucleotide or nucleotide sequence including DNA and RNA
                       sequences;

               (c)     gene;

               (d)     vector or construct including plasmids, phages or
                       viruses;

               (e)     host organism including bacteria, fungi, algae, protozoa
                       and hybridomas;

               (f)     eukaryotic or prokaryotic cell line or expression system
                       or any development strain or product of that cell line or
                       expression system;

               (g)     protein including any peptide or amino acid sequence,
                       enzyme, antibody or protein conferring targeting
                       properties and any fragment of a protein or a peptide
                       enzyme or antibody;

               (h)     drug or pro-drug;

               (i)     assay or reagent;

               (j)     any other genetic or biological material or
                       micro-organism;

               (k)     data for the derivation of molecular structures including
                       NMR spectra, X Ray diffraction patterns and other primary
                       experimental information, assignments and other
                       calculations required for determination of the structure
                       and coordinates of the derived molecular structure;


                                      -6-
<PAGE>

               (l)     computer programs or algorithms; and

               (m)     transgenic animals;

        1.1.27  "PARTY" - Gemini and CuraGen and "PARTIES" shall mean both of
                them;

        1.1.28  "PATENT RIGHTS" - patent applications and patents, utility
                certificates, improvement patents and models and certificates of
                addition and all foreign counterparts of them in all countries,
                including any divisional applications and patents, refilling,
                renewals, continuations, continuations-in-part, patents of
                addition, extensions, (including patent term extensions,)
                reissues, substitutions, confirmations, registrations,
                revalidations, pipeline and administrative protections and
                additions, and any equivalents of the foregoing in any and all
                countries of or to any of them, as well as any supplementary
                protection certificates and equivalent protection rights in
                respect of any of them;

        1.1.29  "QUARTER" - each period of three months ending on 31 March, 30
                June, 30 September or 31 December and "QUARTERLY" shall be
                construed accordingly;

        1.1.30  "RECIPIENT PARTY" - the Party which receives Confidential
                Information from the other Party;

        1.1.31  "REGULATORY AUTHORITY" - shall mean any national, supranational
                (e.g., the European Commission, the Council of the European
                Union, the European Agency for the Evaluation of Medicinal
                Products), regional, state or local regulatory agency,
                department, bureau, commission, council or other governmental
                entity, including the FDA, in each country involved in the
                granting of Marketing Authorisation for any product
                commercialized by CuraGen pursuant to Section 5;

        1.1.32  "RESEARCH PROGRAMME" - the programme of work set out in Schedule
                I to be conducted by Gemini and CuraGen which may be amended
                from time to time by agreement of the Parties;

        1.1.33  "RESEARCH PROGRAMME RESULTS" - any and all Patent Rights, Know
                How and Materials arising pursuant to the Research Programme;

        1.1.34  "ULSAM SAMPLES" - the [***] of each of the DNA Samples derived
                from [***] subjects which have participated in the ULSAM
                longitudinal study; and

        1.1.35  "YEAR" - twelve (12) months commencing on I January and ending
                on 31 December.


                                      -7-
<PAGE>

2.      THE RESEARCH PROGRAMME

2.1     Gemini's responsibilities under the Research Programme shall be to
        conduct Genotyping on the ULSAM Samples as set out in more detail in
        Schedule 1. Gemini shall also provide CuraGen with the Clinical Data
        associated with the ULSAM Samples within [***] of the Commencement Date.

2.2     Gemini shall carry out work under the Research Programme with all
        reasonable skill and care and in accordance with all applicable laws,
        governmental regulations and guidelines.

2.3     Gemini shall keep or cause to be kept detailed written laboratory
        notebooks and other records and reports of the progress of its part of
        the Research Programme in sufficient detail and in good scientific
        manner for all purposes including patent purposes, especially in
        accordance with practice within the USA. Such notebooks and other
        records must properly reflect all work done on the Research Programme
        and the results achieved thereunder. Upon request by CuraGen and at
        CuraGen's expense, Gemini shall provide CuraGen with copies of all such
        materials.

2.4     Gemini shall provide CuraGen with a quarterly written report on the
        progress of the Research Programme.

2.5     Gemini shall conduct the Research Programme at the Gemini Genomics AB
        site in Sweden, or, upon written notice to CuraGen, at such other site
        as Gemini may elect.

2.6     Not less than quarterly and at any time upon CuraGen's written request,
        Gemini shall provide to CuraGen copies of any and all Research Programme
        Results.

2.7     Gemini's performance of the Research Programme shall be on a
        non-exclusive basis and Gemini shall be free to conduct work the same as
        or similar to its work under the Research Programme in relation to any
        DNA Samples (including the ULSAM Samples) for any third party(ies).

2.8     Gemini may from time to time sub-contract the performance of some or all
        of its responsibilities under the Research Programme to Affiliates or
        third parties provided always that Gemini shall remain responsible for
        ensuring that its obligations hereunder are complied with in accordance
        with the terms of this Agreement; and, provided, further, that Gemini
        first notifies CuraGen of each such third party subcontract.

2.9     Gemini shall not be required to conduct more than [***] Completed
        Genotypes per Quarter as part of the Research Programme.

3.      INTELLECTUAL PROPERTY

3.1     The CuraGen Technology is and shall remain vested in CuraGen.

3.2     The Gemini Technology is and shall remain vested in Gemini.


                                      -8-
<PAGE>

3.3     CuraGen shall not use any Gemini Technology for any purpose other than
        the performance of the Research Programme.

3.4     Gemini shall not use any CuraGen Technology for any purpose other than
        the performance of the Research Programme.

3.5     The Research Programme Results shall vest in and be owned by Gemini and
        CuraGen shall at the request of Gemini execute all documents and do all
        other acts and things as may be reasonably required in order to vest
        fully and effectively all Research Programme Results in Gemini.

4.      INTELLECTUAL PROPERTY - RIGHTS AND LICENCES; PATENT PROSECUTION

4.1     During the term of this Agreement, CuraGen hereby grants to Gemini a
        nonexclusive, worldwide licence under the CuraGen Technology to use the
        same as maybe necessary solely in connection with Gemini's conduct of
        the Research Programme. Gemini may sublicense the license granted to it
        in this Section 4.1 to any third party to whom it subcontracts its
        responsibilities under Section 2.8.

4.2     Gemini hereby grants to CuraGen a non-exclusive, worldwide, royalty-free
        licence under the Gemini Technology to use the same as may be necessary
        solely in connection with CuraGen's conduct of the Research Programme.

4.3     Gemini hereby grants to CuraGen an exclusive, world-wide,
        royalty-bearing licence under the Research Programme Results to use the
        same for any and all research and commercial purposes.

4.4     Gemini, by selecting counsel to whom CuraGen has no reasonable
        objection, may, but shall not be obliged to prepare, file and prosecute,
        at its sole expense, patent applications claiming all patentable
        Research Programme Results. In connection therewith, Gemini agrees to
        provide CuraGen with a copy of such patent applications in a timely
        manner for CuraGen's review and comment prior to the first filing
        thereof and forward to CuraGen in a timely manner, a copy of all
        correspondence concerning the prosecution of such patent application(s).
        If Gemini elects not to file or thereafter prosecute any patents or
        patent applications claiming Research Programme Results in any country,
        CuraGen, will have the right to file and prosecute such patent
        application and/or maintain such patent in such country, at its sole
        expense.

5.      FINANCING OF RESEARCH PROGRAMME AND REVENUE SHARING

5.1     In consideration of Gemini carrying out its responsibilities under the
        Research Programme, CuraGen shall pay the costs incurred by Gemini
        Quarterly in arrears in conducting such work within fourteen (14) days
        of receipt of an appropriately detailed invoice from Gemini. For the
        avoidance of doubt, such costs shall not exceed [***] per Completed
        Genotype.


                                      -9-
<PAGE>

5.2      In consideration of the grant of the licence by Gemini to CuraGen
         pursuant to Clause 4.3, CuraGen shall pay to Gemini an advance royalty
         on net sales of product comprising the Research Programme Results in
         the amount of [***]. Such sum shall be payable on or before 31 March
         2001. Upon receipt by Gemini of such payment, the licence set out in
         Clause 4.3 shall become fully paid up and no further payments shall be
         due from CuraGen to Gemini in relation to such licence.

6.      WARRANTIES AND LIABILITY

6.1     Each Party represents and warrants to the other Party that:

        6.1.1          it has legal power, authority and right to enter into
                       this Agreement and to perform its respective obligations
                       in this Agreement; and

        6.1.2          it is not at the Commencement Date a party to any
                       agreement, arrangement or understanding with any third
                       party which in any significant way prevents it from
                       fulfilling any of its material obligations under the
                       terms of this Agreement.

6.2     Gemini hereby represents and warrants to CuraGen:

        6.2.1   that the Clinical Data contains the information on Schedule 3
                for each patient providing DNA Samples andthat it has obtained,
                and will continue to obtain, informed consent from all patients
                and human subject volunteers that provide Clinical Data and
                materials and/or samples comprising the DNA Samples.

        6.2.2   Neither Party shall be liable to the other in contract, tort,
                negligence, breach of statutory duty or otherwise for any
                economic loss or other loss of turnover, profits, business or
                goodwill or any loss, damage, costs or expenses of any nature
                whatsoever incurred or suffered by the other or its Affiliates
                of an indirect or consequential nature arising out of or in
                connection with this Agreement.

7.      CONFIDENTIALITY

7.1     Each of the Parties undertakes and agrees to:

        7.1.1   keep the Confidential Information confidential and not to
                disclose it to any third party without the other Party's prior
                written consent;

        7.1.2   only use the Confidential Information for the purposes envisaged
                under this Agreement and not to use the same for any other
                purpose whatsoever;

        7.1.3   ensure that only those of its officers, consultants, employees
                (including without limitation directors), sub-licensees,
                Affiliates and such third parties who are directly concerned
                with the carrying out of this Agreement have access to the
                Confidential Information on a strictly applied "need to know"
                basis and are informed of the secret and confidential nature of
                it;


                                      -10-
<PAGE>

        7.1.4   keep the Confidential Information secret and confidential and
                not directly or indirectly to disclose or permit to be
                disclosed, make available or permit to be made available the
                same to any third party for any reason without the prior written
                consent of the Disclosing Party;

        7.1.5   keep the Confidential Information separately identifiable at all
                times from all other Know How which it may hold; and

        7.1.6   clearly identify the Confidential Information as confidential.

7.2     The obligations of confidentiality referred to in Clause 7.1 shall not
        extend to any Confidential Information which:

        7.2.1   is or becomes generally available to the public otherwise than
                by reason of breach by a Recipient Party of the provisions of
                that Clause; or

        7.2.2   is known to the Recipient Party and is at its free disposal on
                the presentation of competent proof (having been or which may be
                generated independently by the Recipient Party or a third party
                in circumstances where it can be shown that it has not been
                derived from access to the Disclosing Party's Confidential
                Information); or

        7.2.3   is subsequently disclosed to the Recipient Party on the
                presentation of competent proof without obligations of
                confidentiality by a third party owing no such obligations to
                the Disclosing Party in respect of that Confidential
                Information; or

        7.2.4   is required by law to be disclosed (including as part of any
                regulatory submission or approval process) and then only when
                prompt written notice of this requirement has been given to the
                Disclosing Party so that it may, if so advised, seek appropriate
                relief to prevent such disclosure provided always that in such
                circumstances such disclosure shall be only to the extent so
                required and shall be subject to prior consultation with the
                Disclosing Party with a view to agreeing timing and content of
                such disclosure.

7.3     All Confidential Information disclosed by the Disclosing Party to the
        Recipient Party shall remain the property of the Disclosing Party. In
        the event that a court or Competent Authority assumes partial or
        complete control over the assets of a Recipient Party based on the
        insolvency or bankruptcy of that Party, the Recipient Party shall:

        7.3.1   promptly notify such court or Competent Authority that
                Confidential Information received from the Disclosing Party
                under

               (a)     this Agreement remains the property of the Disclosing
                       Party; and

               (b)     of the confidentiality obligations under this Agreement;
                       and

        7.3.2   to the extent permitted by law, take all steps necessary or
                desirable to maintain the confidentiality and security of the
                Disclosing Party's Confidential Information and to ensure that
                the court or Competent Authority maintains that Confidential
                Information in confidence in accordance with this Agreement.


                                      -11-
<PAGE>

        7.4     The Parties understand that remedies in damages may be
                inadequate to protect against any breach of any of the
                provisions of this Clause 7 by either Party or their employees,
                officers or any other person acting in concert with it or on its
                behalf. Accordingly, each Party shall be entitled to seek the
                granting of interim and final injunctive relief by a court of
                competent jurisdiction in the discretion of that court against
                any action that constitutes any breach of this Clause 7.

        7.5     The Parties agree that the obligations of confidentiality set
                out in this Clause 7 shall continue to apply for ten (10) years
                following the expiry or termination of this Agreement under
                Clause 8.

8.      TERM AND TERMINATION

  8.1    The Research Programme shall have a term of 3 years from the
         Commencement Date unless extended by agreement of the Parties.

  8.2    This Agreement shall commence on the Commencement Date and shall
         continue in force until no payments are due hereunder or until
         termination under this Clause 8 which ever is the earlier.

  8.3    Each of the Parties (the "Terminating Party") shall have the right to
         terminate this Agreement for cause upon giving written notice of
         termination to the other (the"Defaulting Party") upon the occurrence of
         any of the following events at any time during this Agreement.

        8.3.1   the Defaulting Party commits a material breach of this Agreement
                which in the case of a breach capable of remedy shall not have
                been remedied within sixty (60) days of the receipt by it of a
                written notice from the other Party identifying the breach and
                requiring its remedy;

        8.3.2   if an Insolvency Event occurs in relation to the Defaulting
                Party; and in any event, when a Party first becomes aware of the
                likely occurrence of any Insolvency Event in regard to that
                Party, it shall promptly so notify the other Party. in
                sufficient time to give the other Party sufficient notice to
                protect its interests under this Agreement.

8.4     This Agreement shall terminate immediately (i) if the material breach
        under Article 8.3.1 is incapable of remedy; (ii) after the sixty (60)
        day period permitted under Clause 8.3.1 if the Defaulting Party has
        failed to remedy the material breach which is capable of being remedied;
        or (iii) upon the giving of any notice under Clause 8.3.2.

9.      CONSEQUENCES OF TERMINATION

9.1     Upon a termination of this Agreement for any reason other than by Gemini
        for an uncured breach by CuraGen pursuant to Clause 8.3.1 (which the
        Parties agree shall not minate the provisions of this Agreement
        expressed to survive its termination) the licence set out in Clause 4.3
        shall continue in full force and effect.

10.     ASSIGNMENT/SUB-CONTRACTING


                                      -12-
<PAGE>

10.1    This Agreement and the licenses herein granted shall be binding upon and
        inure to the benefit of the successors in interest of the respective
        parties. Neither this Agreement nor any interest hereunder shall be
        assignable by either party without the written consent of the other,
        such consent not to be unreasonably withheld, provided, however, that
        either party may assign this Agreement or any part of its rights and
        obligations hereunder to any Affiliate or to any corporation with which
        such party may merge or consolidate, or to which it may transfer all or
        substantially all of its assets to which this Agreement relates, without
        obtaining the consent of the other party.

11.     MISCELLANEOUS

11.1    Neither Party shall subcontract the performance of any of its
        obligations hereunder except as expressly provided herein.

11.2    If a Party is unable to perform any of its obligations under this
        Agreement due to an event of Force Majeure, such Party shall be excused
        such performance (but only such performance) during the period of such
        Force Majeure event.

11.3    The validity, construction and interpretation of this Agreement and any
        determination of the performance which it requires shall be governed by
        English law. All disputes between the Parties arising out of the
        circumstances and relationships contemplated by this Agreement including
        disputes relating to the validity, construction or interpretation of
        this Agreement, and including disputes relating to pre-contractual
        representations which result in any action or proceedings, shall be
        subject to the exclusive jurisdiction of the English Courts.

11.4    Except as expressly provided in this Agreement nothing herein deprives
        either party or constitutes a waiver by either Party of any of its
        rights or remedies under common law, statute or otherwise.

11.5    This Agreement constitutes the entire agreement and understanding
        between the Parties and supersedes all prior oral or written
        understandings, arrangements, representations or agreements between them
        relating to the subject matter of this Agreement provided that this does
        not remove any right of action by either Party in respect of any
        fraudulent misrepresentation, fraudulent concealment or other fraudulent
        action.

11.6    All formal notices to be given pursuant to this agreement shall be in
        writing and shall be delivered by hand, post or facsimile to the address
        of the Parties set out above (or such other address as may be notified
        by a Party to the other from time to time in accordance with this
        Clause) and in the case of a facsimile with a confirmation copy being
        sent by post. Notices shall be deemed to have been received:

        11.6.1  if delivered by courier, at the time of delivery;

        11.6.2  if sent by post:

               (a)     where posted in the country of the addressee, on the
                       second working day following the day of posting; and


                                      -13-
<PAGE>

               (b)     where posted in any other country, on the fifth working
                       day following the day of posting;

        11.6.3  if sent by facsimile, on acknowledgement by the recipient
                facsimile receiving equipment on a Business Day if the
                acknowledgement occurs before 1700 hours local time on a
                Business Day of the recipient and in any other case on the
                following Business Day.

11.7    The activities of the Parties contemplated pursuant to this Agreement
        shall not constitute a partnership and neither Party is the agent of the
        other Party or has the authority to bind the other Party in any way
        except as provided in this Agreement.

11.8    Each Party shall bear its own legal costs and other expenses incurred in
        the negotiation, preparation, execution and implementation of this
        Agreement.

11.9    Any press releases to be made by either Party relating to this Agreement
        will require the approval of the other Party.

11.10   This Agreement may be executed in any number of counterparts and by the
        Parties by separate counterparts, each of which when so executed shall
        be an original and all of which shall constitute one and the same
        instrument.

11.11   The operation of the Contract (Rights of Third Parties) Act 1999 is
        hereby expressly excluded save that the Parties acknowledge and agree
        that Affiliates of either Party may enforce against the Parties (and a
        person who is the lawful successor to or a permitted assignee of the
        rights of a Party) the rights and benefits under this Agreement in
        accordance with that Act.

IN WITNESS WHEREOF the Parties have executed this agreement the day and year
first above written.

SIGNED by
for and on behalf of
GEMINI GENOMICS (UK) LTD



SIGNED by
for and on behalf of
CURAGEN CORPORATION


                                      -14-
<PAGE>

                                   SCHEDULE 1

                               RESEARCH PROGRAMME

CuraGen will provide sequence information sufficient to uniquely identify Single
Nucleotide Polymorphisms in genes of interest and oligonucleotide primers
required for genotyping each Single Nucleotide Polymorphism.

Gemini will complete individual genotyping of the ULSAM samples. Gemini will
provide data to CuraGen in [***] for further analysis.

If CuraGen requests that pooled genotyping be utilized in the Research
Programme, Gemini will use commercially reasonable efforts to do so. For pooled
genotyping, a Completed Genotype will be a completed marker-pool combination. In
no such event will Gemini be required to use more than [***] of each of the
LTLSAM Samples.


                                      -15-
<PAGE>

                                   SCHEDULE 2

                                     NOTICES

GEMINI GENOMICS (UK) LIMITED

162 Science Park,
Milton Road,
Cambridge CB44GH

CURAGEN CORPORATION

555 Long wharf Drive,
New Haven, CT USA


                                      -16-
<PAGE>

                                   SCHEDULE 3

                                  CLINICAL DATA

The table summarises [***] including codes referring to the master data set. For
[***], short descriptions are included. For some diagnoses, number of cases are
reported.

[***]


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