Non-Employee Director Compensation Summary



 Exhibit 10.19 
 Non-Employee Director Compensation Summary 
 CuraGen Corporation’s (the “Company”) non-employee
directors are currently: (i) Vincent T. DeVita Jr., M.D.; (ii) David R. Ebsworth, Ph.D.; (iii) John H. Forsgren; (iv) James J. Noble, M.A., F.C.A.; (v) Robert E. Patricelli; (vi) Jonathan M. Rothberg, Ph.D.; and
(vii) Patrick J. Zenner. On March 29, 2006, the Company’s Board of Directors (the “Board”) approved a revised compensation structure for the Company’s non-employee directors as follows: 
 Grant of Options Upon Appointment 
 Each non-employee director
appointed after the 2006 annual meeting of stockholders will automatically receive an option to purchase 30,000 shares of the Company’s common stock upon appointment to the Board. These options will vest 1/3 upon grant, 1/3 upon the first
anniversary of the date of grant, and 1/3 upon the second anniversary of the date of grant. (Vesting will be accelerated upon a 50% or greater change in control of CuraGen Corporation.) 
 Grant of Additional Stock Options 
 Each non-employee director who continues to serve on the Board will
automatically receive an option to purchase 15,000 shares of the Company’s common stock, granted in conjunction with each year’s Annual Meeting, such option vesting immediately. 
 The non-executive Chairman of the Board will receive an option to purchase 7,500 shares of the Company’s common stock , granted in conjunction with each year’s
Annual Meeting (or granted on the date of appointment to the position and prorated for the first fiscal year of appointment, the fiscal year ending with the date of the next regularly scheduled Annual Meeting), such option vesting immediately.

 The Audit Committee Chair will receive an option to purchase 5,000 shares of the Company’s common stock, granted in conjunction with each year’s
Annual Meeting (or granted on the date of appointment to the position and prorated for the first fiscal year of appointment, the fiscal year ending with the date of the next regularly scheduled Annual Meeting), such option vesting immediately.

 The Compensation Committee Chair and the Nominating & Governance Committee Chair will receive an option to purchase 2,500 shares of the
Company’s common stock, granted in conjunction with each year’s Annual Meeting (or granted on the date of appointment to the position and prorated for the first fiscal year of appointment, the fiscal year ending with the date of the next
regularly scheduled Annual Meeting), such option vesting immediately. 







 Payment of Fees: Reimbursement of Travel and Other Expenses 
 In addition to the above mentioned stock option grants, each non-employee director received an annual retainer of $20,000 for his service on the Board during 2006 and
will receive the same amount in 2007. Additional amounts will be paid to the non-employee directors during 2007 as follows: 
  

				
	 Position
	  	Additional
Fees
	 Non-Executive Chairman of the Board - Retainer
	  	$	30,000
	 Audit Committee Chair - Retainer
	  	$	15,000
	 Compensation Committee Chair - Retainer
	  	$	10,000
	 Nominating & Governance Committee Chair - Retainer
	  	$	10,000
	 Board meeting fee - regular meeting
	  	$	1,500
	 Board meeting fee - telephonic meeting
	  	$	750
	 Audit Committee meeting - Each member
	  	$	1,250
	 Compensation Committee meeting - Each member
	  	$	1,000
	 Nominating & Governance meeting - Each member
	  	$	1,000
	 Audit Committee telephonic meeting - Each member
	  	$	1,000
	 Compensation Committee telephonic meeting - Each member
	  	$	750
	 Nominating & Governance telephonic meeting - Each member
	  	$	750
	 Per diem for additional work performed on site, in support of Board and/or Committee responsibilities
	  	$	1,000

 All retainer amounts shall be paid quarterly during the fiscal year. Non-employee directors also receive
reimbursement for reasonable travel and other expenses in connection with attending Board and Committee meetings during the fiscal year.