0001193125-03-094336 Sample Contracts

SECURITY AGREEMENT
Security Agreement • December 15th, 2003 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • New York

This Agreement, dated as of November 17, 2003 is between GeneSoft Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Genome Therapeutics Corp., a Massachusetts corporation (the “Secured Party”). The parties agree as follows:

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Contract
Warrant Agreement • December 15th, 2003 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT 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 OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 15th, 2003 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of November 17, 2003, by and between Genome Therapeutics Corp., a Massachusetts corporation (the “Company”), and the Holders listed on Schedule I hereto (each a “Holder”, and collectively, the “Holders”), pursuant to that certain Note Amendment and Exchange Agreement, dated as of November 17, 2003 (the “Note Amendment and Exchange Agreement”) between the Company, Genesoft Pharmaceuticals, Inc. (“Guardian”), and the Holders.

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Contract
Subordinated Note • December 15th, 2003 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT 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 OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

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FORM OF GENOME VOTING AGREEMENT
Voting Agreement • December 15th, 2003 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • Delaware

VOTING AGREEMENT dated as of November , 2003 (this “Agreement”) between Genesoft Pharmaceuticals, Inc. a Delaware corporation (“Company”), and [name of stockholder] (the “Stockholder”) of Genome Therapeutics Corp., a Massachusetts corporation (“Parent”).

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NOTE AMENDMENT AND EXCHANGE AGREEMENT AMONG GENESOFT PHARMACEUTICALS, INC., GENOME THERAPEUTICS CORP. AND THE HOLDERS LISTED ON THE SIGNATURE PAGES HERETO DATED AS OF NOVEMBER 17, 2003
Note Amendment and Exchange Agreement • December 15th, 2003 • Genome Therapeutics Corp • In vitro & in vivo diagnostic substances • New York

NOTE AMENDMENT AND EXCHANGE AGREEMENT dated as of November 17, 2003 (this “Agreement”), by and among Genesoft Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Genome Therapeutics Corp., a Massachusetts Corporation (“Parent”), each of the holders set forth on Schedule A attached hereto (each a “December Holder” and collectively the “December Holders”) and each of the holders set forth on Schedule B attached hereto (each an “April Holder” and collectively the “April Holders,” and each December Holder and each April Holder, a “Holder” and collectively the “Holders”) .

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