**Exhibit 10.9**

**CURAGEN CORPORATION**

Nonstatutory Stock Option Agreement 

Granted Under 2007 Stock Incentive Plan 

1. Grantof Option. 

This agreement evidences the grant by CuraGen Corporation, a Delaware corporation (the “Company”), on **[DATE]**(the “Grant Date”) to             , an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms providedherein and in the Company’s 2007 Stock Incentive Plan (the “Plan”), a total of (words shares)(# shares) shares (the “Shares”) of common stock, $.01 par value per share, of the Company (“CommonStock”) at **[PRICE]**per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on January 24, 2018 (the “Final Exercise Date”). 

It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal RevenueCode of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquiresthe right to exercise this option validly under its terms. 

2. Vesting Schedule. 

This option will become exercisable (“vest”) as to: 

 

 

The right of exercise shall be cumulative so that to the extent the option is not exercised inany period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option underSection 3 hereof or the Plan. 

3. Acceleration Upon a Change in Control Event. 

This option will automatically vest in full as to all the Shares effective immediately prior to a Change of Control Event. A “Change in ControlEvent” shall mean: 

(a) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) ofthe Securities Exchange Act of 1934 (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3promulgated under the Exchange Act) 50% or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then- outstandingsecurities of the Company entitled to vote generally in the election of directors (the 

“Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall notconstitute a Change in Control Event: (1) any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock orvoting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such security directly from the Company or an underwriter or agent of the Company), (2) any acquisition by any employee benefit plan(or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (3) any acquisition by any corporation pursuant to a Business Combination (as defined below) which complies with clauses (x) and(y) of subsection (b) of this Section 3; or 

(b) the consummation of a merger, consolidation, reorganization,recapitalization or share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each ofthe following two conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to suchBusiness Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors,respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assetseither directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Company CommonStock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the AcquiringCorporation) beneficially owns, directly or indirectly, 50% or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to votegenerally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or 

(c) theliquidation or dissolution of the Company. 

4. Exercise of Option. 

(a) Form of Exercise. Each election to exercise this option shall be in writing, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment infull in the manner provided in the Plan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share. 

(b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 4, this option may not be exercisedunless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee or officer of, or consultant or advisor to, the Company or any other entity the employees, officers, directors,consultants, or advisors of which are eligible to receive option grants under the Plan (an “Eligible Participant”). 

 

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(c) Termination of Relationship with the Company. If the Participant ceases to be an EligibleParticipant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate twelve (12) months after such cessation (but in no event after the Final Exercise Date),providedthat this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final ExerciseDate, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminateimmediately upon written notice to the Participant from the Company describing such violation. 

(d) Exercise Period Upon Death orDisability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationshipfor “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by anauthorized transferee), providedthat this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shallnot be exercisable after the Final Exercise Date. 

(e) Termination for Cause. If, prior to the Final Exercise Date, theParticipant’s employment or other relationship with the Company is terminated by the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employmentor other relationship. If the Participant is party to an employment, consulting or severance agreement with the Company that contains a definition of “cause” for termination of employment or other relationship, “Cause” shall havethe meaning ascribed to such term in such agreement. Otherwise, “Cause” shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, withoutlimitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determinationshall be conclusive. The Participant shall be considered to have been discharged for Cause if the Company determines, within 30 days after the Participant’s resignation, that discharge for cause was warranted. 

5. Withholding. No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provisionsatisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option. 

 

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6. Nontransferability of Option. 

This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, duringthe lifetime of the Participant, this option shall be exercisable only by the Participant. 

7. Provisions of the Plan. 

This option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this option. 

IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its duly authorized officer. This option shall takeeffect as a sealed instrument. 

 
**CURAGEN CORPORATION**By:   /s/ Sean A. Cassidy Name:  Sean A. Cassidy Title: VP and Chief Financial Officer
PARTICIPANT’S ACCEPTANCE 

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copyof the Company’s 2007 Stock Incentive Plan. 

 
**PARTICIPANT:**By:     
 

Name: 
   
 

Address: 
     
 

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