SENIOR SECURED CONVERTIBLE ACQUISITION NOTESenior Secured Convertible Acquisition Note • May 11th, 2007 • Targanta Therapeutics Corp. • Delaware
FOR VALUE RECEIVED, the undersigned, TARGANTA THERAPEUTICS CORPORATION, a Delaware corporation (together with its permitted successors and assigns, the “Purchaser”), hereby executes this Senior Secured Convertible Acquisition Note (the “Note”) and unconditionally promises to pay to the order of INTERMUNE, INC., a Delaware corporation (together with its permitted successors and assigns, the “Holder”), the principal sum of THIRTEEN MILLION U.S. DOLLARS (U.S. $13,000,000), subject to adjustment as set forth herein, on the Maturity Date (as defined below), unless earlier paid or converted in accordance with the terms hereof and as specified in Section 2.01 of that certain Note Issuance Agreement dated as of the date hereof (the “Note Issuance Agreement”) by and between Purchaser and Holder. Capitalized terms used herein and not otherwise defined shall have the meanings they were assigned to have in the Note Issuance Agreement.
