UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~SECURITIES EXCHANGE~~Date ~~ACT~~of OFreport ~~1934~~(Date of earliest event reported): December 31, 2009

~~Date~~CURAGEN ~~of Report (Date of earliest event reported): September 30, 2009~~CORPORATION

~~CuraGen Corporation~~(Exact Name of Registrant as Specified in its Charter)

(Exact Name of Registrant as Specified in Charter)

Delaware	0-23223	06-1331400
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

Delaware	0-23223	06-1331400
119 Fourth Avenue
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Needham, Massachusetts	02494-2725
(Address of principal executive offices)	(Zip Code)

322 East Main Street, Branford, Connecticut		06405
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 433-0771

(203) 481-1104

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On ~~October 1~~December 31, 2009, CuraGen Corporation (“CuraGen”), Celldex Therapeutics, Inc. (“Celldex”) and The Bank of New York Mellon (formerly the Bank of New York) (the “Trustee”) entered into a ~~Supplemental~~Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Indenture dated February 17, 2004, between CuraGen and the Trustee, as amended by that certain Supplemental Indenture, dated as of ~~February~~September 30, 172009, ~~2004~~among ~~between~~ CuraGen, Celldex and the Trustee (the “~~Original~~ Indenture”), governing CuraGen’s 4.0% Convertible Subordinated Notes due 2011 (the “4% Notes”). ~~The Supplemental~~ ~~Indenture~~Pursuant ~~modifies~~to the ~~Original~~Second Supplemental Indenture, byCelldex ~~providing~~assumed ~~that~~all ~~(i) the Notes shall be convertible into the kind and amount~~ of ~~shares of stock and other securities~~ ~~or property or assets (including cash) which the holders thereof would have been entitled to receive had such Notes been converted into~~ CuraGen’s ~~common stock~~obligations ~~immediately~~under ~~prior to~~ the ~~Merger~~4% ~~(as defined below) and (ii) adjustments to the conversion rate of the~~ Notes ~~shall be made in the same manner as the Original Indenture prior to the execution of the Supplemental Indenture~~. In addition, the Second Supplemental Indenture ~~also~~modifies ~~adds or substitutes Celldex in~~ certain definitions ~~provisions of,~~ and ~~modifies certain definitions and~~ section references in, the ~~Original~~ Indenture ~~in order~~ to give effect to the modifications ~~described~~as ~~above.~~a result of the Merger

The Second Supplemental Indenture became operative upon the effectiveness of the Merger. The description of the ~~Supplemental~~Second ~~Indenture~~Supplemental Indenture contained in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture, which is ~~incorporated~~ incorporated herein by reference to Exhibit 4.1 of this Current Report on Form 8-K.

Item 28.01. ~~Completion~~Other ~~of Acquisition or Disposition of Assets~~Events.

On ~~October 1~~ December 31, 2009, ~~Cottrell~~ ~~Merger~~Celldex ~~Sub,~~completed ~~Inc. (~~the ~~“Merger~~merger ~~Sub”), a subsidiary~~ of ~~Celldex,~~CuraGen ~~merged~~ with and into Celldex ~~CuraGen~~ (the “Merger”) inpursuant ~~accordance~~to ~~with~~a ~~the~~short-form ~~Agreement~~merger ~~and~~effected ~~Plan of~~under ~~Merger, dated as of May 28, 2009, among CuraGen, Merger Sub and Celldex (the~~Delaware ~~“Merger Agreement”)~~law. As a result of the Merger, ~~CuraGen~~the separate ~~became~~corporate aexistence ~~wholly-owned subsidiary~~ of ~~Celldex, and shares of~~ CuraGen ~~common~~has ~~stock,~~ceased ~~which~~and ~~traded~~Celldex ~~under~~has ~~the~~succeeded ~~symbol~~to all ~~“CRGN~~rights,” ~~have ceased trading on~~privileges, powers and ~~are~~franchises ~~being~~of ~~delisted from, the NASDAQ Global Market~~CuraGen.

~~Pursuant~~Item ~~to the terms of the Merger Agreement, each outstanding share of CuraGen common stock was converted into the right to receive 0~~9.~~2729 shares of Celldex common stock~~01. ~~Celldex~~ ~~will~~Financial ~~issue~~Statements approximately 16,629,981 shares of its common stock in exchange for outstanding shares of CuraGen common stock in connection with the Merger. In addition, at the Effective Time (as defined in the Merger Agreement) all outstanding options to acquire shares of CuraGen common stock (i) under CuraGen’s 2007 Stock Incentive Plan were converted into options to acquire shares of Celldex common stock, as adjusted pursuant to the Merger Agreement, and ~~(ii) under CuraGen’s 1997 Employee, Director and Consultant Stock Plan were terminated~~Exhibits.

Pursuant to the terms of the Merger Agreement, Timothy M. Shannon, a director of CuraGen prior to the Merger, was appointed to the board of directors of Celldex immediately following the Effective Time.(d) Exhibits

The description of the Merger contained in this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 of this Current Report on Form 8-K.

Exhibit Number		Description

4.1		Second Supplemental Indenture, dated December 31, 2009, by and among CuraGen, Celldex, and Trustee.

~~Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.~~2

~~On October 1, 2009, at~~Pursuant ~~CuraGen’s~~to ~~request and in connection with~~ the ~~Merger,~~requirements ~~The NASDAQ Global Market filed a Notification~~ of ~~Removal From Listing and/or Registration under Section 12(b) of~~ the Securities Exchange Act of 1934, ~~as amended (~~the ~~“Exchange~~Registrant ~~Act”) on Form~~has 25duly tocaused ~~notify~~this ~~the~~report ~~SEC that CuraGen’s common stock, par value $0.01 per share, was deregistered under Section 12(b) of the Exchange Act, and delisted from trading on The NASDAQ Global Market effective prior~~ to ~~the~~be ~~open~~signed ~~of trading~~ on ~~October 2,~~its ~~2009. Celldex intends to file a Form 15 with the SEC on CuraGen’s~~ behalf inby ~~order to complete~~ the ~~deregistration~~undersigned ofhereunto ~~CuraGen’s~~duly ~~common stock under the Exchange Act~~authorized.

2CURAGEN CORPORATION By: /s/ Avery W. Catlin Name: Avery W. Catlin Title: Vice President, Treasurer and Secretary

~~Item~~Dated: December 31, ~~3.03. Material Modification to Rights of Security Holders.~~2009

~~The disclosure set forth in Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated herein by reference.~~3

~~Pursuant~~EXHIBIT to the terms of the Stockholder Rights Agreement dated as of March 27, 2002, as amended on May 28, 2009, the Rights (as defined in the Stockholder Rights Agreement) expired immediately prior to the Effective Time.INDEX

Item 5.01. Changes in Control of Registrant.

Exhibit Number		Description
4.1		Second Supplemental Indenture, dated December 31, 2009, by and among CuraGen, Celldex, and Trustee.

~~The disclosure set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.~~4

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Upon effectiveness of the Merger, each of Vincent T. DeVita, Jr., John H. Forsgren, James J. Noble, Robert E. Patricelli, Timothy M. Shannon and Patrick J. Zenner, who constituted the Board of Directors of CuraGen immediately prior to the Merger, resigned as directors of CuraGen.

In addition, upon effectiveness of the Merger, Timothy M. Shannon, President and Chief Executive Officer, Paul M. Finigan, Executive Vice President, General Counsel, and Corporate Secretary and Sean A. Cassidy, Vice President and Chief Financial Officer, ceased to be executive officers of CuraGen, pursuant to the Merger Agreement.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On October 1, 2009, pursuant to the Merger Agreement, the articles of incorporation of CuraGen were amended to read in their entirety as set forth in the copy of CuraGen’s articles of incorporation attached hereto as Exhibit 3.1, which is incorporated herein by reference. In addition, the bylaws of Merger Sub became the bylaws of CuraGen. A copy of the bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 8.01. Other Events.

At a special meeting of the shareholders of CuraGen held on September 30, 2009, the shareholders approved and adopted the Merger Agreement. A copy of the press release regarding the shareholder vote is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On October 1, 2009, CuraGen and Celldex issued a joint press release announcing the effectiveness of the Merger and the consummation of the transactions contemplated by the Merger Agreement. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of May 28, 2009, by and among Celldex Therapeutics, Inc., CuraGen Corporation and Cottrell Merger Sub, Inc. (incorporated by reference to CuraGen’s Current Report on Form 8-K filed on May 29, 2009).
3.1		Amended Certificate of Incorporation of CuraGen Corporation.
3.2		Bylaws of CuraGen Corporation.

4.1		Supplemental Indenture dated September 30, 2009, by and among Celldex Therapeutics, Inc., CuraGen Corporation and The Bank of New York Mellon.
99.1		Press release dated September 30, 2009.
99.2		Press release dated October 1, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CURAGEN CORPORATION
	(Registrant)
Date: October 1, 2009	By:	/s/ Avery W. Catlin
	Name:	Avery W. Catlin
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of May 28, 2009, by and among Celldex Therapeutics, Inc., CuraGen Corporation and Cottrell Merger Sub, Inc. (incorporated by reference to CuraGen’s Current Report on Form 8-K filed on May 29, 2009).
3.1		Amended Certificate of Incorporation of CuraGen Corporation.
3.2		Bylaws of CuraGen Corporation.
4.1		Supplemental Indenture dated September 30, 2009, by and among Celldex Therapeutics, Inc., CuraGen Corporation and The Bank of New York Mellon.
99.1		Press release dated September 30, 2009.
99.2		Press release dated October 1, 2009.

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