CONFIDENTIAL TREATMENT SIXTH AMENDMENT TO THE COMMERCIAL SERVICES AGREEMENTCommercial Services Agreement • February 26th, 2010 • Cubist Pharmaceuticals Inc • Pharmaceutical preparations
This Sixth Amendment to the Commercial Services Agreement (this “Sixth Amendment”) is made this 11th day of December, 2009 (the “Amendment Effective Date”), by and between ASTRAZENECA PHARMACEUTICALS LP, a Delaware limited partnership (“AstraZeneca”), and CUBIST PHARMACEUTICALS, INC., a Delaware corporation (“Cubist”).
CONFIDENTIAL TREATMENT LICENSE AGREEMENTLicense Agreement • February 26th, 2010 • Cubist Pharmaceuticals Inc • Pharmaceutical preparations • New York
This License Agreement (“Agreement”) made and entered into as of November 1st, 2007 (“Effective Date”) by and between Astellas Pharma Inc. having its principal office at 3-11, Nihonbashi-Honcho 2-chome, Chuo-ku, Tokyo 103-8411, Japan (“Astellas”) and Calixa Therapeutics, Inc. having its principal office at 12481 High Bluff Drive, San Diego, CA 92130 (“Calixa”).
CONFIDENTIAL TREATMENT FIRST AMENDMENT TO THE COMMERCIAL SERVICES AGREEMENTCommercial Services Agreement • February 26th, 2010 • Cubist Pharmaceuticals Inc • Pharmaceutical preparations
This First Amendment to the Commercial Services Agreement (this “First Amendment”) is made this 26th day of February, 2009, by and between ASTRAZENECA PHARMACEUTICALS LP, a Delaware limited partnership (“AstraZeneca”), and CUBIST PHARMACEUTICALS, INC., a Delaware corporation (“Cubist”).
TENTH AMENDMENT TO LEASELease • February 26th, 2010 • Cubist Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
THIS TENTH AMENDMENT TO LEASE (this “Tenth Amendment”) is made as of the 8th day of May, 2009 (the “Tenth Amendment Date”), by and between THE REALTY ASSOCIATES FUND VI, L.P., a Delaware limited partnership (“Landlord”) and CUBIST PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
BY HAND DELIVERY Cubist Pharmaceuticals, Inc. Lexington, MA 02421Retention Letter • February 26th, 2010 • Cubist Pharmaceuticals Inc • Pharmaceutical preparations
You are a highly valuable employee of Cubist Pharmaceuticals, Inc. (including any successor organizations, “Cubist”). Cubist wishes to retain you as an employee, and is therefore willing to make certain commitments in order to induce you to remain an employee. This letter will confirm the agreement between you and Cubist (“Agreement”) in that regard. The Agreement is as follows:
CONFIDENTIAL TREATMENT AGREEMENT AND PLAN OF MERGER BY AND AMONG CUBIST PHARMACEUTICALS, INC., SD ACQUISITION CORPORATION, CALIXA THERAPEUTICS INC., and THE MEMBERS OF THE STOCKHOLDERS’ COMMITTEE December 12, 2009Merger Agreement • February 26th, 2010 • Cubist Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 12, 2009 (the “Agreement Date”) by and among Cubist Pharmaceuticals, Inc., a Delaware corporation (“Acquiror”), SD Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Merger Sub”), Calixa Therapeutics Inc., a Delaware corporation (“Target”), and Eckard Weber and Dennis Podlesak, as the members of the Stockholders’ Committee (solely for purposes of Section 8, and as defined by Section 8.3(a) herein). Acquiror, Merger Sub and Target may be referred to herein individually as a “Party”, and collectively as the “Parties”. Capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Exhibit A of this Agreement or, if applicable, as provided in the text of this Agreement.
CONFIDENTIAL TREATMENT FIFTH AMENDMENT TO THE COMMERCIAL SERVICES AGREEMENTCommercial Services Agreement • February 26th, 2010 • Cubist Pharmaceuticals Inc • Pharmaceutical preparations
This Fifth Amendment to the Commercial Services Agreement (this “Fifth Amendment”) is made this 16th day of October, 2009 (the “Amendment Effective Date”), by and between ASTRAZENECA PHARMACEUTICALS LP, a Delaware limited partnership (“AstraZeneca”), and CUBIST PHARMACEUTICALS, INC., a Delaware corporation (“Cubist”).
AMENDMENT NO. 5Manufacturing and Supply Agreement • February 26th, 2010 • Cubist Pharmaceuticals Inc • Pharmaceutical preparations
This AMENDMENT NO. 5 (“Amendment No. 5”), to that certain Manufacturing and Supply Agreement (as amended to date pursuant to Amendments Nos. 1, 2, 3 and 4, the “Agreement”) entered into as of September 30, 2001, is made this 17th day of November, 2009 (“Amendment No. 5 Effective Date”), by and between ACS Dobfar, SpA, an Italian corporation (“ACSD”), and Cubist Pharmaceuticals, Inc., a Delaware corporation (“Cubist”). Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meaning set forth in the Agreement, and the Agreement shall be amended to incorporate any additional definitions provided for in this Amendment No. 5, including definitions in the preamble and recitals hereto.
CONFIDENTIAL TREATMENT SECOND AMENDMENT TO THE COMMERCIAL SERVICES AGREEMENTCommercial Services Agreement • February 26th, 2010 • Cubist Pharmaceuticals Inc • Pharmaceutical preparations
This Second Amendment to the Commercial Services Agreement (this “Second Amendment”) is made this 20th day of May, 2009 (the “Amendment Effective Date”), by and between ASTRAZENECA PHARMACEUTICALS LP, a Delaware limited partnership (“AstraZeneca”), and CUBIST PHARMACEUTICALS, INC., a Delaware corporation (“Cubist”).
CONFIDENTIAL TREATMENT THIRD AMENDMENT TO THE COMMERCIAL SERVICES AGREEMENTCommercial Services Agreement • February 26th, 2010 • Cubist Pharmaceuticals Inc • Pharmaceutical preparations
This Third Amendment to the Commercial Services Agreement (this “Third Amendment”) is made this 30th day of September, 2009 (the “Amendment Effective Date”), by and between ASTRAZENECA PHARMACEUTICALS LP, a Delaware limited partnership (“AstraZeneca”), and CUBIST PHARMACEUTICALS, INC., a Delaware corporation (“Cubist”).
FIRST AMENDMENT TO LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • February 26th, 2010 • Cubist Pharmaceuticals Inc • Pharmaceutical preparations
This First Amendment to License and Collaboration Agreement (this “Amendment”) is entered into as of November 2, 2009 (the “Amendment Effective Date”), by and between Alnylam Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 300 Third Street, Cambridge, Massachusetts 02142 (“Alnylam”), and Cubist Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 65 Hayden Avenue, Lexington, Massachusetts 02421 (“Cubist”). Capitalized terms used, but not defined herein, shall have the meanings ascribed to such terms in the License and Collaboration Agreement (the “Agreement”) entered into as of the 9th day of January, 2009 (the “Agreement Effective Date”), by and between Alnylam and Cubist.
CONFIDENTIAL TREATMENT FOURTH AMENDMENT TO THE COMMERCIAL SERVICES AGREEMENTCommercial Services Agreement • February 26th, 2010 • Cubist Pharmaceuticals Inc • Pharmaceutical preparations
This Fourth Amendment to the Commercial Services Agreement (this “Fourth Amendment”) is made this 15th day of October, 2009 (the “Amendment Effective Date”), by and between ASTRAZENECA PHARMACEUTICALS LP, a Delaware limited partnership (“AstraZeneca”), and CUBIST PHARMACEUTICALS, INC., a Delaware corporation (“Cubist”).
