Targanta Therapeutics Corp. Sample Contracts

Number of Shares] TARGANTA THERAPEUTICS CORPORATION Common Stock, $0.0001 par value per share UNDERWRITING AGREEMENT
Underwriting Agreement • September 26th, 2007 • Targanta Therapeutics Corp. • Pharmaceutical preparations • New York
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PAGE ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1. DEFINITIONS 1 1.2. OTHER DEFINITIONS 5 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 6 1.4. RULES OF CONSTRUCTION 6 ARTICLE 2 THE SECURITIES 7 2.1. ISSUABLE IN SERIES 7 2.2....
Targanta Therapeutics Corp. • November 18th, 2008 • Pharmaceutical preparations • New York

INDENTURE, dated as of ______________, ____, by and between Targanta Therapeutics Corporation, a Delaware corporation, as Issuer (the “Company”) and _____________________, a ________________ organized under the laws of _______________________, as Trustee (the “Trustee”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 11th, 2007 • Targanta Therapeutics Corp. • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of between Targanta Therapeutics Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).

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CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • September 26th, 2007 • Targanta Therapeutics Corp. • Pharmaceutical preparations • Illinois

THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of September 24, 2007 by and among (a) TARGANTA THERAPEUTICS CORPORATION, a Delaware corporation, and any additional Borrower that may hereafter be added to this Agreement (each individually as a “Borrower” and collectively as “Borrowers”), (b) MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., individually as a Lender, and as Administrative Agent, (c) OXFORD FINANCE CORPORATION, a Delaware corporation, as a Lender, and (d) BLUECREST CAPITAL FINANCE, L.P., a Delaware limited partnership, as a Lender, and (e) the financial institutions or other entities from time to time parties hereto, each as a Lender.

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EMPLOYMENT AGREEMENT
Employment Agreement • June 27th, 2007 • Targanta Therapeutics Corp. • Pharmaceutical preparations • Massachusetts

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 8th day of May, 2007, by and between Targanta Therapeutics Corporation, (the “Company”), and Dr. Thomas R. Parr (“Employee”) (collectively, the “Parties”).

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TARGANTA THERAPEUTICS CORPORATION OPTION AGREEMENT
Stock Option Plan • June 27th, 2007 • Targanta Therapeutics Corp. • Pharmaceutical preparations • Delaware
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CONTINGENT PAYMENT RIGHTS AGREEMENT
Contingent Payment Rights Agreement • January 14th, 2009 • Targanta Therapeutics Corp. • Pharmaceutical preparations • Delaware

THIS CONTINGENT PAYMENT RIGHTS AGREEMENT, dated as of [ ], 2009 (this “Agreement”), is entered into by and between The Medicines Company, a Delaware corporation (“Parent”), and American Stock Transfer & Trust Company, a [ ] corporation, as Rights Agent (the “Rights Agent”).

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AGREEMENT RE: NON-COMPETITION, NON-SOLICITATION, NON-DISCLOSURE AND OWNERSHIP OF INVENTIONS Executed at Boston, Massachusetts, as of , 20
Agreement • May 11th, 2007 • Targanta Therapeutics Corp. • Massachusetts

WHEREAS in his/her capacity as an employee of Targanta, the Employee hereby acknowledges that s/he may receive, initiate, contribute to, or come in contact with Confidential Information (as defined hereunder) and that his/her employment may include inventing, discovering, initiating, or contributing to Confidential Information, as an integral part thereof; and

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STOCKHOLDER AGREEMENT
Stockholder Agreement • January 22nd, 2009 • Targanta Therapeutics Corp. • Pharmaceutical preparations • Delaware

This Stockholder Agreement (this “Agreement”) is made and entered into as of January 12, 2009, by and between The Medicines Company, a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of Targanta Therapeutics Corporation, a Delaware corporation (the “Company”).

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Manufacturing and Service Contract For Commercial and Developmental Products Targanta Therapeutics Corporation
Quality Agreement • November 12th, 2008 • Targanta Therapeutics Corp. • Pharmaceutical preparations • Delaware

This Manufacturing and Service Contract for Commercial and Developmental Products (hereinafter this “Agreement”) is made effective as of August 22, 2008 (the “Effective Date”), by Ben Venue Laboratories, Inc., a corporation organized and existing under the laws of Delaware, with its principal office at 300 Northfield Road, Bedford, Ohio 44146 (hereinafter “BVL”) and Targanta Therapeutics Corporation, a corporation organized and existing under the laws of Delaware, with its principal place of business at 225 S. East Street, Indianapolis, IN 46202 (hereinafter “Customer”). BVL and Customer may be referred to in this Agreement jointly as the “Parties” or individually as a “Party.”

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NOTICE TO WARRANT HOLDERS (the “Notice”)
Targanta Therapeutics Corp. • February 11th, 2009 • Pharmaceutical preparations

On January 12, 2009, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among The Medicines Company, a Delaware corporation (the “Parent”), Boxford Subsidiary Corporation, a Delaware corporation and wholly owned subsidiary of the Parent (the “Purchaser”), and the Company. Pursuant to the Merger Agreement, the Parent proposes to acquire the Company through a tender offer (the “Offer”) for all of the outstanding shares of the Company’s common stock (the “Shares”). After the closing of the Offer and upon the terms and subject to the conditions set forth in the Merger Agreement, the Purchaser will merge (the “Merger”) with and into the Company, and the Company will become a wholly owned subsidiary of the Parent.

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Contract
Targanta Therapeutics Corp. • May 11th, 2007 • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, PROVIDED SUCH OPINION REQUIREMENT WILL BE WAIVED IN THE REASONABLE DISCRETION OF THE COMPANY.

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NOTE ISSUANCE AGREEMENT
Note Issuance Agreement • May 11th, 2007 • Targanta Therapeutics Corp. • Delaware

THIS NOTE ISSUANCE AGREEMENT (this “Agreement”), dated as of December 23, 2005, is made by and between INTERMUNE, INC., a Delaware corporation (together with its permitted successors and assigns, called “InterMune), and TARGANTA THERAPEUTICS CORPORATION, a Delaware corporation (the “Purchaser”).

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NOTICE TO WARRANT HOLDERS (the “Notice”)
Targanta Therapeutics Corp. • February 11th, 2009 • Pharmaceutical preparations

On January 12, 2009, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among The Medicines Company, a Delaware corporation (the “Parent”), Boxford Subsidiary Corporation, a Delaware corporation and wholly owned subsidiary of the Parent (the “Purchaser”), and the Company. Pursuant to the Merger Agreement, the Parent proposes to acquire the Company through a tender offer (the “Offer”) for all of the outstanding shares of the Company’s common stock (the “Shares”). After the closing of the Offer and upon the terms and subject to the conditions set forth in the Merger Agreement, the Purchaser will merge (the “Merger”) with and into the Company, and the Company will become a wholly owned subsidiary of the Parent.

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LICENSE AGREEMENT
License Agreement • June 27th, 2007 • Targanta Therapeutics Corp. • Pharmaceutical preparations • New York

This LICENSE AGREEMENT (the “Agreement”) is made effective and entered into as of December 23, 2005 (the “Effective Date”), by and between InterMune, Inc. (“Licensee”), a corporation organized and existing under the laws of the State of Delaware, and Eli Lilly and Company (“Lilly”), a corporation organized and existing under the laws of the State of Indiana. Licensee and Lilly are sometimes referred to herein individually as a “Party” and collectively as “Parties.” For certain purposes under this Agreement, InterMune, Inc. is sometimes referred to as “InterMune.”

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EMPLOYMENT AGREEMENT made and entered into as of the 10th day of August, 2006.
Employment Agreement • March 27th, 2008 • Targanta Therapeutics Corp. • Pharmaceutical preparations • Indiana

WHEREAS the Corporation wishes to retain the services of the Executive to act as its Vice President of Operations and Manufacturing;

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EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2008 • Targanta Therapeutics Corp. • Pharmaceutical preparations • Massachusetts

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 7th day of February, 2008, by and between Targanta Therapeutics Corporation, (the “Company”), and Mona Haynes (“Employee”) (collectively, the “Parties”).

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DEVELOPMENT AND SUPPLY AGREEMENT
Development and Supply Agreement • June 27th, 2007 • Targanta Therapeutics Corp. • Pharmaceutical preparations • New York

* Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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TARGANTA THERAPEUTICS CORPORATION OPTION AGREEMENT FOR QUÉBEC EMPLOYEES
Option Agreement • June 27th, 2007 • Targanta Therapeutics Corp. • Pharmaceutical preparations • Delaware
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Targanta Therapeutics Corp. • May 11th, 2007 • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, PROVIDED SUCH OPINION REQUIREMENT WILL BE WAIVED IN THE REASONABLE DISCRETION OF THE COMPANY.

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Targanta Therapeutics Corp. • June 27th, 2007 • Pharmaceutical preparations

[*] = CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • November 12th, 2008 • Targanta Therapeutics Corp. • Pharmaceutical preparations • Illinois

THIS FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of May 22, 2008 but effective as of as of December 31, 2007, by and among TARGANTA THERAPEUTICS CORPORATION, a Delaware corporation (“Borrower”), GE BUSINESS FINANCIAL SERVICES INC. (formerly known as Merrill Lynch Business Financial Services Inc.), individually as a Lender (“GE”), and as administrative agent (“Administrative Agent”), OXFORD FINANCE CORPORATION, a Delaware corporation, as a Lender (“Oxford”), and BLUECREST VENTURE FINANCE MASTER FUND LIMITED, a Cayman Islands limited company, as assignee of BlueCrest Capital Finance, L.P., as a Lender (“BlueCrest” and collectively with Oxford and Administrative Agent, the “Lenders”).

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 11th, 2007 • Targanta Therapeutics Corp. • Delaware

This Amended and Restated Registration Rights Agreement dated as of January 31, 2007 (the “Agreement”) by and between Targanta Therapeutics Inc., a corporation duly incorporated under the Canada Business Corporations Act having its head office and principal place of business in the City of Montreal, Province of Québec (“Targanta Québec”), Targanta Therapeutics (Ontario) Inc., a corporation duly incorporated under the Canada Business Corporations Act having its head office and principal place of business in the City of Toronto, Province of Ontario (“Targanta Ontario,” with Targanta Québec, the “Canadian Corporations” and, individually, a “Canadian Corporation”), Targanta Therapeutics Corporation, a corporation duly incorporated under the Delaware General Corporation Law having its head office and principal place of business in the City of Indianapolis, Indiana (“Targanta U.S.”) and the Investors parties to this Agreement listed on Schedule A hereto (the “Investors”).

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AMENDMENT NUMBER 4 TO THE DEVELOPMENT AND SUPPLY AGREEMENT DATED DECEMBER 28, 2001 BETWEEN ABBOTT LABORATORIES AND INTERMUNE, INC. (TARGANTA THERAPEUTICS)
Development and Supply Agreement • June 27th, 2007 • Targanta Therapeutics Corp. • Pharmaceutical preparations • New York

This Fourth Amendment, to the Development and Supply Agreement dated as of December 28, 2001, as amended by Amendment Number 1 dated April 26, 2002, Amendment Number 2 dated October 15, 2002, and Amendment Number 3 dated December 22, 2005 (the “Agreement”), is effective as of December 15, 2006 (“Amendment Effective Date”), between Abbott Laboratories, an Illinois corporation (“Abbott”), and Targanta Therapeutics Corporation, an Indianapolis, Indiana corporation (“Targanta”) as purchaser of all rights title and interest related to Oritavancin from InterMune, Inc., a Delaware corporation (“InterMune”). Any capitalized term used and not otherwise defined herein shall have the meaning set forth in the Agreement.

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • August 22nd, 2007 • Targanta Therapeutics Corp. • Pharmaceutical preparations • Massachusetts

This Amendment No. 1 (the “Amendment”) is made as of this 8th day of August, 2007, by and between Dr. Pierre Emile G. Etienne (the “Employee”) and Targanta Therapeutics Corporation, a corporation formed under the laws of the State of Delaware and having its principal place of business in Cambridge, Massachusetts (the “Company”). The Company and the Employee may each hereinafter be referred to as a “Party” and together as the “Parties” hereto.

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OMNIBUS AMENDMENT TO ASSET PURCHASE AGREEMENT, NOTE ISSUANCE AGREEMENT, AND SENIOR SECURED CONVERTIBLE ACQUISITION NOTE, EACH DATED AS OF DECEMBER 23, 2005
Asset Purchase Agreement • May 11th, 2007 • Targanta Therapeutics Corp. • Delaware

This Omnibus Amendment (this “Amendment”) to the Asset Purchase Agreement (the “APA”), Note Issuance Agreement (the “NIA”) and Senior Secured Convertible Acquisition Note (the “Note”), each dated as of December 23, 2005 (collectively, the APA, the NIA and the Note, the “Agreements” and each an “Agreement”) is made as of January 31, 2007, by and between Targanta Therapeutics Corporation, a Delaware corporation (“Targanta US”) and InterMune, Inc., a Delaware corporation (“InterMune”).

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SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • November 12th, 2008 • Targanta Therapeutics Corp. • Pharmaceutical preparations • Illinois

THIS SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of September 29, 2008 but effective as of as of December 31, 2007, by and among TARGANTA THERAPEUTICS CORPORATION, a Delaware corporation (“Borrower”), GE BUSINESS FINANCIAL SERVICES INC. (formerly known as Merrill Lynch Business Financial Services Inc.), individually as a Lender (“GE”), and as administrative agent (“Administrative Agent”), OXFORD FINANCE CORPORATION, a Delaware corporation, as a Lender (“Oxford”), and BLUECREST VENTURE FINANCE MASTER FUND LIMITED, a Cayman Islands limited company, as assignee of BlueCrest Capital Finance, L.P., as a Lender (“BlueCrest” and collectively with Oxford and GE, the “Lenders”).

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= CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. FIRST AMENDMENT TO...
Manufacturing Services Agreement • March 27th, 2008 • Targanta Therapeutics Corp. • Pharmaceutical preparations • Ohio

This First Amendment to Manufacturing Services Agreement (this “Amendment”), is made as of this 3 day of March, 2008 (“Effective Date”), by and between Targanta Therapeutics Corporation, a Delaware corporation, with a place of business at 225 South East Street, Suite 390, Indianapolis, IN 46202 (“Targanta”), and Catalent Pharma Solutions, LLC (f/k/a Cardinal Health PTS, LLC), a Delaware limited liability company, with a place of business at 4401 Alexander Blvd. NE, Albuquerque, NM 87107 (“Catalent”).

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LEASE AGREEMENT Between American Twine Limited Partnership as Landlord and Targanta Therapeutics Corporation as Tenant
Lease Agreement • May 11th, 2007 • Targanta Therapeutics Corp. • Massachusetts
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AMENDMENT NUMBER 3 TO DEVELOPMENT AND SUPPLY AGREEMENT DATED DECEMBER 28, 2001 BETWEEN ABBOTT LABORATORIES AND INTERMUNE, INC.
Development and Supply Agreement • June 27th, 2007 • Targanta Therapeutics Corp. • Pharmaceutical preparations • New York

This Amendment No. 3, to the Development and Supply Agreement dated as of December 28, 2001, as amended by Amendment No. 1 dated April 26, 2002, Amendment No. 2 dated October 15, 2002, and the letter agreement regarding “Authorization for Disclosure of Confidential Information” dated July 18, 2003 (collectively, the “Agreement”), is effective as of December 22, 2005 (“Amendment No. 3 Effective Date”) between Abbott Laboratories, an Illinois corporation (“Abbott”), and InterMune, Inc., a Delaware corporation (“InterMune”). Any capitalized term used and not otherwise defined herein shall have the meaning set forth in the Agreement.

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MANUFACTURING SERVICES AGREEMENT
Manufacturing Services Agreement • June 27th, 2007 • Targanta Therapeutics Corp. • Pharmaceutical preparations • Ohio

This MANUFACTURING SERVICES AGREEMENT (“Agreement”) is made this 27th day of March, 2007, by and between Cardinal Health PTS, LLC, having a place of business at 4401 Alexander Blvd NE, Albuquerque, NM 87107 (“Cardinal Health”) and Targanta Therapeutics, Corp. (“Targanta”), having its principal place of business at 225 South East Street, Suite 390, Indianapolis, IN 46202.

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LEASE - Multi-Tenant Building - BETWEEN SOCIÉTÉ IMMOBILÌRE TECHNOLOGIQUE DE MONTRÉAL INC. AS LANDLORD AND PHAGETECH INC. AS TENANT
Lease Agreement • June 27th, 2007 • Targanta Therapeutics Corp. • Pharmaceutical preparations • Quebec

WHEREAS the Landlord has agreed to lease to the Tenant and the Tenant has agreed to lease from the Landlord upon the terms and conditions herein contained, certain premises forming part of a building located in Phase 2 of the Technoparc Saint-Laurent, in the City of Saint-Laurent, Province of Quebec.

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ASSET PURCHASE AGREEMENT by and between INTERMUNE, INC. and TARGANTA THERAPEUTICS CORPORATION dated as of December 23, 2005
Asset Purchase Agreement • May 11th, 2007 • Targanta Therapeutics Corp. • Delaware

This Asset Purchase Agreement (this “Agreement”) is made and entered into as of December 23, 2005, by and between Targanta Therapeutics Corporation, a Delaware corporation (“Buyer”), and InterMune, Inc., a Delaware corporation (“Seller”).

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Contract
Targanta Therapeutics Corp. • September 26th, 2007 • Pharmaceutical preparations • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, PROVIDED SUCH OPINION REQUIREMENT WILL BE WAIVED IN THE REASONABLE DISCRETION OF THE COMPANY.

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Second Amendment to Lease
Second Amendment to Lease • March 27th, 2008 • Targanta Therapeutics Corp. • Pharmaceutical preparations

Second Amendment made this 12th day of March, 2008 by and between Targanta Therapeutics Corporation (“Tenant”) and American Twine Limited Partnership (“Landlord”).

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