Achillion Pharmaceuticals Inc ▼

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the �Agreement�), effective as of the 19^th day of July 2004, is entered into by Achillion Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 300 George Street, New Haven, CT 06511-6624 (the �Company�), and Michael D. Kishbauch., residing at 18 Cherryville Road, Flemington, NJ (the �Employee�).

WHEREAS, the Company desires to engage the services of the Employee and the Employee desires to be employed by the Company,

NOW, THEREFORE, in consideration of the employment of the  . . .

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the �Agreement�), effective as of the 26th day of May 2004, is entered into by Achillion Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 300 George Street, New Haven, CT 06511-6624 (the �Company�), and Gautam Shah, Ph.D., residing at 6 Todd�s Way, Westport, CT 06880 (the �Employee�).

WHEREAS, the Company desires to continue to engage the services of the Employee and the Employee desires to continue to be employed by the Company.

NOW, THEREFORE, in consideration of the  . . .

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the �Agreement�), effective as of the 6th day of November 2007, is entered into by Achillion Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 300 George Street, New Haven, CT 06511-6624 (the �Company�), and Elizabeth A. Olek, B.S.Pharm., D.O., M.P.H., residing at 235 West End Avenue, Apartment 3H, New York, New York (the �Employee�).

WHEREAS, the Company desires to engage the services of the Employee and the Employee desires to be employed by the Company.

NOW, THEREFORE, in consideration of the  . . .

LEASE AGREEMENT

BETWEEN

WE GEORGE STREET, L.L.C.

(?LANDLORD?)

AND

ACHILLION PHARMACEUTICALS, INC.

(?TENANT?)

LEASE AGREEMENT

This Lease Agreement (the ?Lease?) is made and entered into as of the              day of May, 2000, by and between WE GEORGE STREET, L.L.C., a Delaware limited liability company (?Landlord?) and ACHILLION PHARMACEUTICALS, INC., a Delaware corporation (?Tenant?).

1. Basic Lease Information.

Execution Version

AGREEMENT

This AGREEMENT is made this 22nd day of September, 2006, by and between Achillion Pharmaceuticals, Inc. (�Achillion�) and Yale University (�Yale�).  . . .

LICENSE AGREEMENT

AGREEMENT made this 3rd day of February, 2000 (the �Effective Date�) by and between VION PHARMACEUTICALS, INC., a Delaware corporation with its principal office located at Four Science Park, New Haven, Connecticut (�Licensor�), and ACHILLION PHARMACEUTICALS, INC., a Delaware corporation with its principal office located at 281 Chestnut Hill Road, Killingworth, Connecticut (�Licensee�).

WITNESSETH:

WHEREAS, pursuant to the terms of a certain License Agreement, dated as of August 31, 1994, as amended, by and between Yale University ( . . .

LICENSE AGREEMENT

BETWEEN

ACHILLION PHARMACEUTICALS, INC.

AND

EMORY UNIVERSITY

EFFECTIVE AS OF JULY 19, 2002

LICENSE AGREEMENT

This License Agreement (this �Agreement�) is made by and between Emory University, a Georgia non-profit corporation, with offices located at 1380 South Oxford Road, N.E., Atlanta, GA 30322 (�Emory�), and Achillion Pharmaceuticals, Inc., a Delaware corporation, with its principal offices at 300 George Street, New Haven, CT 06511 (�Achillion�). The Agreement is effective as of July 19, 2002 ( . . .

LICENSE AGREEMENT

by and between

ACHILLION PHARMACEUTICALS, INC.

and

THE UNIVERSITY OF MARYLAND, BALTIMORE COUNTY

TABLE OF CONTENTS

Article I

Section 1.1

Section 1.2

Section 1.3

Section 1. . . .

PROMISSORY NOTE

December 30, 2005

(Date)

FOR VALUE RECEIVED, Achillion Pharmaceuticals, Inc., a corporation located at the address stated below (�Maker�) promises, jointly and severally if more than one, to pay to the order of Oxford Finance Corporation or any subsequent holder hereof (each, a �Payee�) at its office located at 133 N. Fairfax Street, Alexandria, VA 22314 or at such other place as Payee or the holder hereof may designate, the principal sum of Two Million Five Hundred Thousand Dollars ($2,500,000), with interest on the unpaid principal balance,  . . .

PROMISSORY NOTE

        3/22/02        

(Date)

FOR VALUE RECEIVED, Achillion Pharmaceuticals, Inc. a corporation located at the address stated below (�Maker�) promises, jointly and severally if more than one, to pay to the order of General Electric Capital Corporation or any subsequent holder hereof (each, a �Payee�) at its office located at 401 Merritt 7 Suite 23, Norwalk, CT 06851 or at such other place as Payee or the holder hereof may designate, the principal sum of One Million One  . . .

PROMISSORY NOTE

June 30, 2003

(Date)

FOR VALUE RECEIVED, Achillion Pharmaceuticals, Inc., a corporation located at the address stated below (�Maker�) promises, jointly and severally if more than one, to pay to the order of Webster Bank or any subsequent holder hereof (each, a �Payee�) at its office located at 80 Elm Street, New Haven, CT 06510 or at such other place as Payee or the holder hereof may designate, the principal sum of one hundred ten thousand, two hundred seventy-two dollars and four cents ($110,272.04), pursuant to that certain Master Security  . . .

RESEARCH COLLABORATION AND LICENSE AGREEMENT

THIS RESEARCH COLLABORATION AND LICENSE AGREEMENT (�Agreement�) is made effective as of November 24, 2004 (�Effective Date�) by and between ACHILLION PHARMACEUTICALS, INC., a Delaware corporation (�Achillion�), with its principal place of business at 300 George Street, New Haven, Connecticut 06511, USA, and GILEAD SCIENCES, INC., a Delaware corporation (�Gilead�), with its principal place of business at 333 Lakeside Drive, Foster City, California 94404, USA. Achillion and Gilead are sometimes referred to in this Agreement  . . .

AMENDMENT NO. 1 TO

RESEARCH COLLABORATION AND LICENSE AGREEMENT

This Amendment No. 1 to the Research Collaboration and License Agreement (the �Amendment�), effective as of March 26, 2007, modifies certain provisions of the Research Collaboration and License Agreement (the �Agreement�) entered into as of November 24, 2004, between Achillion Pharmaceuticals, Inc., 300 George Street, New Haven, Connecticut 06511 (�Achillion�), and Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, California 94404 (�Gilead�). Capitalized terms used and not otherwise defined herein shall  . . .