UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2010 • Cubist Pharmaceuticals Inc • Pharmaceutical preparations • New York
Cubist Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $400,000,000 principal amount of the 2.50% Convertible Senior Notes due 2017 (the “Firm Securities”), convertible into cash, common stock, $0.001 par value (“Stock”) of the Company or a combination of cash and Stock, at the Company’s election, and, at the election of the Underwriters, to issue and sell up to an aggregate of $50,000,000 additional aggregate principal amount of the 2.50% Convertible Senior Notes due 2017 (the “Optional Securities”) (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”). Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated have agreed to act as representatives of the several Underwriters (in such capacity, the
