LEASE AGREEMENT

EXHIBIT 10.29

LEASE AGREEMENT

- Between –

CURAGEN CORPORATION (Tenant)

- And –

ZFI GROUP, LLC (Landlord)

TABLE OF CONTENTS

Exhibit 10.34

LEASE AGREEMENT

LEASE AGREEMENT made and entered into as of January 12, 2004, between ZFI Group, LLC (hereinafter known as “Landlord”), whose principal place of business is 105 North Main Street, Branford, Connecticut 06405, and CuraGen Corporation (hereinafter known as “Tenant”) whose principal place of business is 555 Long Wharf Drive, 11 ^th Floor, New Haven, Connecticut 06511.

PREMISES

The Landlord, in consideration of the covenants, conditions, agreements and stipulations of the Tenant expressed, does hereby lease the following Premises, the improvements, buildings and land known as 15 Commercial Street, Branford, Connecticut 06405 (the “Premises”). The Premises is also described in Exhibit A of the Lease.

TERM AND USE

The Term of the Lease and the estate hereby granted (collectively the “Term of the Lease”) shall commence April 1, 2004 (hereinafter known as the “Commencement Date”) and shall end on March 31, 2009, unless earlier terminated as provided in the next sentence (hereinafter known as “End of Term”). In the event the Tenant elects to terminate this Lease by written notice to Landlord, the Term of the Lease shall terminate and shall thereafter continue as a month-to-month Lease under the same terms and conditions provided for herein until the Landlord has signed a lease for the Premises with a new tenant. The Landlord shall use diligent efforts to secure a new tenant. Rent and Common Area Charges shall continue as scheduled herein until the Landlord has signed a lease with a new tenant. Landlord shall grant Tenant access to the Premises upon execution of this Lease; provided, Tenant does not unreasonably interfere with Landlord’s current business. Landlord agrees to cooperate with Tenant in Tenant obtaining all permits, approvals and the like necessary to use the Premises as intended herein. Landlord shall deliver the possession of the Premises to Tenant on the Commencement Date free of all other tenants and parties in possession. Landlord shall pay Tenant $100,000.00 per day (the “Late Penalty”) for each day that Landlord is unable to deliver the Premises to Tenant within ninety (90) days of the date of this Lease Agreement. If the Premises are not delivered to Tenant by May 30, 2004, Tenant shall be permitted to cancel the Lease and Landlord shall indemnify Tenant for all costs and expenses incurred by Tenant in accordance with this Lease, including Tenant’s attorney’s fees and the Late Penalty, from the Commencement Date through Tenant’s Termination Date.

The Premises shall be used by the Tenant for office and lab use.

RENT

The Rent under this Lease for the Term hereof shall begin on the Commencement Date and stop at the End of Term. Rent shall include the Base Rent and Common Area Charges.

1. Base Rent beginning on the Commencement Date of the Lease shall be paid as follows:

From April 1, 2004 to March 31, 2009, the Base Rent is $170,000 per year, payable in equal installments of $14,166.67 per month.

2. In addition to Base Rent, the Tenant shall pay the Landlord for all expenses with respect to the operation, management, and maintenance of the interior and exterior of the building, the grounds, and all areas incidental to the Premises, hereinafter referred to as “Common Area Charges”. The costs shall include such items as, but not limited to, real estate taxes, all property insurance, sewer taxes or usage fees, water usage fees, general maintenance and repairs (other than those for which Tenant is responsible, referred to as “Tenant’s Repairs”) and contractor fees. Common Area Charges shall not include wages, salaries and benefits of employees above the level of Building manager; costs of painting, decorating or installing improvements in areas of the Building other than public areas; leasing commissions and other costs of leasing vacant space in the Building; depreciation of the Building and improvements therein; interest, amortization or other payments on loans to Landlord, whether secured or unsecured; income, excess profits or franchise taxes; ground lease rental; capital expenditures (except as described above); legal expenses relating to the sale, financing or leasing of the Building; costs of services or other benefits not offered to Tenant or for which Tenant is charged directly; costs incurred due to Landlord’s violation of laws (including any violation of any law existing on the date hereof); amounts paid to Landlord or Landlord’s subsidiaries or affiliates for goods and services furnished to the Building, to the extent in excess of competitive market rates for the same; costs reimbursed to Landlord by others, including (without limitation) items covered by insurance and items under warranty; costs arising from the presence of Hazardous Materials in, on or about the Building, including (without limitation) the removal and/or monitoring thereof, unless the presence of said Hazardous Materials was caused by the activities of the Tenant or its agents, servants or employees.

During the first lease year, the Tenant shall pay $1,700.00 (to be calculated by Owner) per month in addition to Base Rent (hereinafter referred to as “CAC Contribution”) towards the Common Area Charges. The Landlord will reconcile the difference between the CAC Contribution and the Common Area Charges at the end of each Lease year. The monthly CAC Contribution will be adjusted at the end of each Lease year by the Landlord to reflect the projected costs for the upcoming year. The Landlord will provide notice of the new CAC Contribution for the upcoming lease year sixty (60) days after the end of each Lease Year. Tenant shall have the right to inspect any bills and receipts used by the Landlord to determine the CAC Contribution.

3. The Rent shall be paid to the Landlord at the address specified herein, or at such other place as the Landlord may designate, in lawful money of the United States of America, as and when the same shall become due and payable and without abatement of offset and without notice or demand therefor.

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4. If any installment of Rent as provided for in this Lease is not received at the Landlord’s address within ten (10) days after the same is due and payable, the Tenant shall pay an additional amount equal to five percent (5%) of the monthly Rent so due.

5. As used herein, “Lease Year” shall mean the period commencing on the Commencement Date and ending on the End of Term, including twelve consecutive calendar months. The Lease Year shall be prorated for any period not consisting of twelve (12) months.

TENANT’S REPAIRS

Tenant agrees to provide and pay for all ordinary and necessary maintenance and repairs of the interior and exterior of the Premises including, but not limited to, lighting tubes, ballasts, lavatory fixtures and accessories, all glass, all doors, exit signage, janitorial service, refuse and trash removal, heating and air conditioning, electrical, plumbing, and all systems in a professional manner. Tenant shall be solely responsible for the repair, maintenance and replacement of the heating and air conditioning systems of the Premises during the term of the Tenant’s possession of the Premises. The Tenant acknowledges that the present heating and air conditioning system serving the Premises is not adequate for the Tenant’s proposed use of the Premises. Tenant shall be responsible for the maintenance of the roof for a period of one (1) year from the date Tenant completes the tenant improvement work set forth on Exhibit B. For purposes of this provision, the date that Tenant completes such work shall be deemed to be the date Tenant notifies Landlord in writing that such work is complete (the “Tenant Completion Date Notice”). On and after the first year anniversary of the Tenant Completion Date Notice and during the remaining term of this Lease, Landlord shall be responsible for the repair and replacement of the roof. Except in the case of a bona fide emergency, the Tenant agrees to give the Landlord twenty four hours notice prior to entering upon the roof.

The Tenant, at its own expense, shall provide all structural repairs and replacements to the Premises and the Building and the replacement of all mechanical systems serving the Premises, including without limitation, the heating and air conditioning systems.

The Tenant will contract for landscaping, snow plowing, shoveling, sanding, salting of sidewalks, entrances, stairs and stoops, as well as to be certain that the parking areas and Premises are safe for use by the Tenant’s employees, visitors and invitees.

INSURANCE

1. At all times during the term of this lease, the Landlord shall insure the Premises against loss or damage by fire, flood, and such other casualties, rent loss, in such reasonable amounts as the Landlord shall reasonably deem appropriate. The Tenant shall reimburse the Landlord for this expense as part of the Common Area Charges.

2. The Tenant shall not commit or permit any violation of the policies carried by the Landlord, or do or permit anything to be done, or keep or permit anything to be kept, on or in the Premises, which in case of any of the foregoing, could result in the termination of such insurance

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policies, could adversely affect the Landlord’s right of recovery under any such policies, or would result in the refusal by insurance companies to insure the Premises in the amounts reasonably satisfactory to the Landlord. If any such action by the Tenant shall result in an increase in the rate of insurance premiums, the Tenant shall pay the increase to the Landlord within ten (10) days of written demand.

3. At all times during this Lease, the Tenant shall insure the Tenant’s Improvements, and the Tenant’s Property against loss or damage by fire, flood, and such other casualties equal to the full replacement value. The Tenant will keep in full force and effect a policy of public liability and property damage insurance in which the limits shall initially be not less than one million dollars ($1,000,000.00) combined single limit, two million dollars ($2,000,000.00) general aggregate and ten million dollars ($10,000,000.00) in Umbrella limits. The Tenant shall also carry plate glass window insurance and otherwise be responsible for the same when damaged during the term of this Lease. During any time when Tenant shall be making alterations or improvements to the Premises, the Tenant shall keep in full force and effect a policy of completed value builder’s risk insurance (on an “installations floater”), including building materials, covering loss from damage from fire, lightening, extended coverage perils, vandalism and malicious mischief, and perils in an amount not less than the final cost of such alterations or improvements.

4. All insurance policies provided by the Tenant shall be issued under valid and enforceable policies in form and substance then standard in the State of Connecticut, issued by insurers having an “AM Best” rating of A- or better. Prior to the Commencement Date, the Tenant shall provide certificates to the Landlord of the insurance. All such insurance policies shall contain an agreement by the insurers that such policies shall not be canceled, amended, or otherwise modified without thirty (30) days written notice to the Landlord, and the Landlord’s rights and interests under such policies shall not be subject to cancellation by reason of any act or omission of the Tenant.

5. Tenant shall indemnify and hold the Landlord harmless against any liability or expense, including reasonable attorney’s fees, on account of any accident or injury to the Tenant, the Tenant’s employees, servants, agents, customers, invitees, licensees, contractors, or visitors, who may be injured by the Tenant or on the Premises.

ALTERATIONS AND IMPROVEMENTS

1. The Tenant shall not make or have made alterations, improvements, decorations, installations and substitutions (collectively called “Tenant’s Improvements”) in, of or to the Premises without the prior written consent of the Landlord. Building alterations and/or improvements will be of equal or greater quality than the existing facility. Approval by Landlord shall not be unreasonably withheld, delayed or conditioned. Landlord approves Tenant’s plans attached hereto as Exhibit B and acknowledges that Tenant may expand the parking area, erect a utility shed and install its own security system. Unless otherwise specified, any improvements or alterations in the Premises made by Tenant (including without limitation permanent partitions, wall paneling and lighting fixtures, but excepting the Tenant’s Property (as defined herein), shall

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be and remain upon and be surrendered with the Premises at the End of Term. If the Landlord requests at least ninety (90) days prior to the End of Term the removal of any of the Tenant’s Improvements, including telephone and computer cabling, the Tenant shall in good workmanlike manner remove said improvements at the End of Term.

2. The Tenant shall obtain all necessary permits and certificates for the commencement and prosecution of the Tenant’s Improvements and provide copies of same to the Landlord. The Tenant’s Improvements shall not constitute the basis for a claim against the Landlord, nor a lien or charge upon or against the Premises. If at any time any such claim or charge shall be filed against the Premises, the Tenant shall cause such claim, lien or charge to be properly released of record. The Tenant shall pay for all materials constituting Tenant’s Improvements, and the Tenant agrees that none of such materials shall be at any time subject to any lien, security interest, charge, installment sales contract, by any other person, firm or corporation whether created voluntarily or involuntarily.

ENVIRONMENTAL COMPLIANCE AND INDEMNIFICATIONS

1. “Environmental Laws” shall mean any and all statutory, regulatory, or decisional law pertaining to the protection of the environment or to any Polluting Substance, including, but not limited to, Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA), the Resource Conservation and Recovery Act of 1976 (RCRA) and Title 22a “Environmental Protection” of the Connecticut General Statutes, including Sections 22a-448 through 22a-457, state and Federal laws concerning underground storage tanks, the Federal Clean Air Act, 42 USAA Section 7401 et. seq. state law concerning air pollution, Conn. Gen. Statutes Section 22a-174 et. Seq.; the Federal Clean Water Act, 33 USC Section 1251 et. seq., state and Water Pollution Control Act, Conn. Gen. Stat. Chapter 446k, and any as amended from time to time. The term “Polluting Substance” shall mean any toxic, polluting waste or substance, determined by any agency with jurisdiction to pose a present or potential hazard to human health or the environment.

2. The Tenant shall not cause or permit any Polluting Substance to be generated, recycled, refined, transported, treated, stored, disposed, handled, processed, produced or released on the Premises, except in compliance with all applicable laws and regulations, including the Environmental Laws. The Tenant covenants and agrees to be responsible for all costs and penalties arising directly from its non-compliance with the Environmental Laws, permits, or orders of any agency with jurisdiction that may impair the Premises or third parties. If the event of a release of a Polluting Substance caused by Tenant’s activities, the Tenant shall n