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Manufacturing and Supply Agreement - DSM Capua SpA and Cubist Pharmaceuticals Inc.

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                           CONFIDENTIAL TREATMENT

                       MANUFACTURING AND SUPPLY AGREEMENT

This Manufacturing and Supply Agreement (AGREEMENT) is entered into as of June
22, 2000 (EFFECTIVE DATE) by and between:

DSM Capua S.p.A., an Italian company with registered address Strada Statale
Appia, 46-48, Capua, Italy (DSM)

and

Cubist Pharmaceuticals, Inc., a Delaware corporation with registered address 24
Emily Street, Cambridge, MA 02139, USA (CUBIST).

BACKGROUND
Cubist is a drug company focused on the discovery, development and
commercialization of novel drugs to treat infections. Cubist has commenced Phase
III clinical trials of its lead product, Daptomycin, an agent with potential
bactericidal activity against life threatening infections. DSM has expertise in
the manufacture of drugs on a contract basis. DSM is willing to manufacture
Daptomycin for Cubist and to sell clinical and commercial quantities of
Daptomycin to Cubist. This Agreement sets forth the terms under which DSM will
manufacture and supply Daptomycin exclusively to Cubist.

NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, DSM and Cubist agree as follows:

1.       DEFINITIONS.
Capitalized terms used in this Agreement and not otherwise defined herein shall
have the meaning set forth below.

         AFFILIATE means with respect to either party, any Person that, directly
         or indirectly, is controlled by, controls or is under common control
         with such party. For purposes of this Agreement, CONTROL means, with
         respect to any Person, the direct or indirect ownership of more than
         fifty percent (50%) of the voting or income interest in such Person or
         the possession otherwise, directly or indirectly, of the power to
         direct the management or policies of such Person.


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         FOB means "Free on Board", as that expression is defined in INCOTERMS
         2000, LCIA Publishing S.A.

         CONFIDENTIAL INFORMATION means all data, specifications, training and
         any other know-how related to the design, development, manufacture, or
         performance of the Product, as well as all other information and data
         provided by either party to the other party pursuant to this Agreement
         in written or other tangible medium and marked as confidential, or if
         disclosed orally or displayed, confirmed in writing within thirty (30)
         days after disclosure and marked as confidential, except any portion
         thereof which: (i) is known to the receiving party, as evidenced by the
         receiving party's written records, before receipt thereof under this
         Agreement; (ii) is disclosed to the receiving party by a third person
         who is under no obligation of confidentiality to the disclosing party
         hereunder with respect to such information and who otherwise has a
         right to make such disclosure; (iii) is or becomes generally known in
         the trade through no fault of the receiving party; or (iv) is
         independently developed by the receiving party, as evidenced by the
         receiving party's written records, without access to such information.

         CONTRACT YEAR means each twelve (12) month period during the term of
         this Agreement beginning on the date of the commencement of commercial
         production of Daptomycin in the Facility. Preliminary activities
         related to Facility development, validation and product registration
         which occur in the period prior to the first Contract Year will be
         referred to as Year Zero.

         CUBIST TECHNOLOGY [ ]*

* Confidential treatment requested: Material has been omitted and filed with
the Commission.

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         methodologies, modifications, improvements, works of authorship,
         designs and data (whether or not protectable under patent, copyright,
         trade secrecy or similar laws) that are conceived, discovered,
         developed, created or reduced to practice or tangible medium of
         expression by consultants (other than those consultants that are also
         affiliated with DSM in connection with this Agreement) or employees of
         Cubist at any time prior to the Effective Date, concurrent with or
         related to this Agreement.

         DAPTOMYCIN, DAPTOMYCIN PRODUCT OR PRODUCT means Daptomycin (the
         compound [ ]* whose structure is detailed in Exhibit B) API bulk drug
         substance manufactured in accordance with Exhibit C.

         EMEA means the European Medicines Evaluation Agency or any successor
         entity thereto.

         FDA means the United States Food and Drug Administration or any
         successor entity thereto.

         FACILITY means the GMP Drug Production facility in Capua, Italy to be
         equipped by DSM for the manufacture of Product pursuant to the
         provisions of Section 2.

         FORCE MAJEURE means any event beyond the reasonable control of the
         parties, including, without limitation, fire, flood, riots, strikes,
         epidemics, war (declared or undeclared and including the continuance,
         expansion or new outbreak of any war or conflict now in existence),
         embargoes and governmental actions or decrees.

         NDA means a new drug application filed with the FDA to obtain marketing
         approval for Product in the United States.

         PERSON means any individual, corporation, association, partnership
         (general or limited), joint venture, trust, estate, limited liability
         company, limited liability partnership, unincorporated organization,
         government (or any agency or political subdivision thereof) or other
         legal entity or organization.

         PROCESS [ ]*

* Confidential treatment requested: Material has been omitted and filed with
the Commission.

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         PRODUCT APPROVALS means, those regulatory approvals required for
         manufacture, importation promotion, pricing, marketing and sale of the
         Product in any particular country.

         SPECIFICATIONS means the specifications for the Product attached to
         this Agreement as Exhibit D. Such specifications may be modified from
         time to time to reflect improvements (if any) by mutual agreement of
         the parties. Copies of such modified Specifications shall be maintained
         by both parties, and shall become a part of this Agreement as if
         incorporated herein.

         OTHER DEFINED TERMS. Each of the following terms have the meanings
         ascribed to it in the section set forth opposite such term

         DSM                                Recitals
         AGREEMENT                          Recitals
         CUBIST                             Recitals
         EFFECTIVE DATE                     Recitals
         FDA ACT                            Section 6.3
         GMPS                               Section 4.3
         IMPLEMENTATION DATE                Section 3.3
         INDEMNIFYING PARTY                 Section 7.2/7.3
         INDEMNITEE(S)                      Section 7.2/7.3
         LCIA                               Section 9.2
         LOSSES                             Section 7.2
         REPRESENTATIVE                     Section 9.1
         RMA                                Section 3.11 sub b
         SUPPLY FORECAST                    Section 3.3
         TARGET DATE                        Section 2.1

2.       CONSTRUCTION OF PRODUCTION FACILITY
2.1      FACILITY CONSTRUCTION. By [ ]* (the Target Date), DSM will (i) carry
         out the modifications to the Facility and equip the Facility for the
         manufacture of Daptomycin and (ii) qualify the Facility in accordance
         with the qualification requirements set forth in Exhibit E.

2.2      DATE ADJUSTMENTS. If due to any other reason than the late-, non- or
         misperformance by DSM of its obligations hereunder except for reasons
         of force majeure, the relevant dates shall be adjusted day-for-day.

2.3      INSPECTION; CHANGE PROCEDURES. Cubist will have the right to inspect
         the progress of work at the Facility at all reasonable times during the
         equipment and qualification process and to confer with

* Confidential treatment requested: Material has been omitted and filed with
the Commission.

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         DSM to confirm compliance with DSM's obligations under this Agreement.
         In addition, Cubist will be consulted concerning any matters that could
         cause a delay in completion of the Facility. DSM acknowledges that time
         is of the essence for this Agreement, and that significant delays in
         the completion of the Facility caused by DSM's non-, late or
         misperformance of its obligations hereunder may cause Cubist
         significant harm. Cubist and DSM will, from time to time during the
         construction process, confer regarding the quality standards for
         materials and layout of operations within the Facility; every
         reasonable effort consistent with prudent business practice will be
         made to minimize the capital investment without compromising quality or
         efficiency of Product production operations. No changes to the Exhibits
         D and E or the quality standards for materials and layout will be made
         without written consent of both parties.

3.       PURCHASE OF PRODUCTS AND TERMS OF SALE.
3.1      [ ]*.

3.2      PURCHASE COMMITMENT. During the [ ]* Contract Years following the date
         of the commencement of commercial production of Daptomycin in the
         Facility [(2002 until 2006)]*, Cubist will purchase [ ]*. At the end
         of Contract Year [ ]*. During the period prior to the date of the
         commencement of commercial production of Daptomycin in the Facility,
         Cubist shall purchase [ ]* consistency batches of Product for a price
         equal to [ ]*. The [ ]* consistency batches shall be considered part
         of the aggregate minimum purchase of Contract Year One.

3.3      PURCHASE FORECASTS. At least [ ]* prior to the anticipated date of the
         modification of the Facility (i.e. [ ]* and thereafter, on a [ ]* basis
         at least [ ]* prior to the first day of each calendar quarter, Cubist
         will provide DSM with a non-binding rolling forecast of its orders of
         the Product with respect to the next [ ]* including expected delivery
         dates (SUPPLY FORECAST). The forecasts for the first two quarters of
         any four quarter period shall represent binding purchase obligations of
         Cubist with respect to [ ]* of the Product forecast in the previous
         quarter's Supply Forecast. In no event shall a Supply Forecast exceed
         the optimal production capacity of the Facility for the period in
         question.

* Confidential treatment requested: Material has been omitted and filed with
the Commission.

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3.4      PRODUCT ORDERS. Orders shall be placed by written purchase order and
         submitted by mail or facsimile, or by other means agreed upon by the
         parties. No order shall be binding upon DSM until the same shall have
         been accepted in writing by DSM. DSM shall accept or reject all orders
         within [ ]* following receipt of same and shall deliver all orders that
         are accepted in accordance with clauses 3.2, 3.3 and 3.5. It is agreed
         by the parties that the standard printed terms of purchase/sale of
         Cubist and DSM, shall not be applicable. DSM shall deliver against each
         such order in accordance with Section 3.5.

3.5      OBLIGATION TO SUPPLY. (a) DSM shall use best efforts to accept and fill
         each order for Product submitted by Cubist; including orders that
         exceed the Supply Forecast for any quarter by [ ]* of the amount in the
         Supply Forecast for such quarter delivered to DSM [ ]* days prior to
         such quarter. DSM shall not be in breach of this Section 3.5 if DSM's
         failure to supply Product is due to a Force Majeure event.

         (b) If DSM is unable to supply the Product ordered by Cubist in
         accordance with the terms of this Agreement, then DSM shall [ ]* to
         remedy the problem or secure an alternative source of supply within a
         reasonable time at no cost to Cubist, and any such alternative source
         of supply shall be on terms substantially identical with the terms of
         this Agreement. If DSM is unable to remedy the problem or secure an
         alternative source of supply within [ ]* days after its initial failure
         to supply, then DSM shall consult with Cubist and the parties shall
         work together to remedy the problem. In such an event, Cubist may at
         its option, and upon notice to DSM: (i) draw down units of Product from
         the back-up supply established pursuant to Section 3.6 and (ii) in the
         event that the parties agree that Cubist will exhaust such back-up
         supply before DSM is able to resume supplying Product in sufficient
         volume, take measures to obtain the Product through a third party and
         such purchases shall be counted against the minimum purchase
         obligations specified in Section 3.2. Cubist may continue to purchase
         Product committed to DSM from third party suppliers until DSM notifies
         Cubist that it is again able to supply Cubist's needs and substantiates
         such claim to Cubist's reasonable satisfaction. Thereafter, Cubist
         shall commence purchasing Product from DSM in accordance with the
         obligations specified in Section 3.2; provided that: (i) Cubist shall
         not be required to cancel binding purchase orders with any third party
         and (ii) DSM shall pay all cancellation costs incurred by Cubist in
         switching its purchases to DSM.

* Confidential treatment requested: Material has been omitted and filed with
the Commission.

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3.6      BACK-UP INVENTORY. In order to increase the flexibility and to minimize
         adverse consequences from any interruption in DSM's ability to supply
         Cubist with Product, DSM [ ]*. The back-up inventory of raw materials
         will be DSM's property, and no sale or transfer or ownership of such
         raw materials in inventory is contemplated herewith. The parties
         shall mutually agree upon the exact size of such back-up supply
         of raw materials. DSM will promptly notify Cubist if the back-up
         inventory of raw material falls below the agreed level, including
         the reasons for such depletion, and shall restock the back-up supply
         as soon as practicable so that the agreed back-up supply is
         maintained at all times. The parties shall adjust the size of the
         back-up supply from time to time as mutually agreed and as warranted by
         commercially prudent risk management practices.

3.7      CHANGES. DSM shall not change the specified raw materials vendors, raw
         materials or the process without the consent of Cubist; provided that
         DSM may implement changes in the process in accordance with Section
         5.3(c).

3.8      PRODUCT PRICES. (a) Cubist's price for the Product shall equal [ ]*.

         (b) Except as otherwise agreed by the parties or as provided in this
         Section 3.8, DSM may not increase the price charged for the Product

         (c) If Cubist's aggregate purchases of Product from DSM in Contract
         Year [ ]*, Contract Year [ ]*, and Contract Year [ ]* cumulatively
         exceed [ ]* and Cubist's binding orders for Product for Contract
         Year [ ]* and Contract Year [ ]* exceed an aggregate volume of [ ]*

3.9      PAYMENT. Cubist shall pay for Product within [ ]* days after the date
         of DSM's invoice with respect to Product. Except for income taxes that
         may be assessed against DSM, all taxes and charges that may be imposed
         by any government taxing authority on the amounts paid by Cubist to DSM
         under this Agreement shall be paid by [ ]*. [ ]* shall

* Confidential treatment requested: Material has been omitted and filed with
the Commission.

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         make payments by wire transfer to a bank identified by [ ]* using the
         procedure specified in Section 10.6. All payments shall be stated and
         paid in United States Dollars.

3.10     DELIVERY. DSM shall arrange for shipment and invoicing to Cubist of the
         Product ordered by Cubist via common carrier, FOB Naples, Italy. In
         case, upon request of Cubist, a quantity of Product ordered by Cubist
         is stored by DSM, DSM will be entitled to prepayment of the invoice
         value pertaining to the amount of Product stored. DSM shall be
         responsible for maintaining the Product under storage conditions that
         are mutually agreed by the parties. If DSM maintains the agreed storage
         conditions, DSM shall not be liable for any degradation of the Product.
         Storing of Product shall not constitute any reason for Cubist to deter
         or withhold payment of the relevant invoice(s).

3.11     ACCEPTANCE. (a) Each shipment of Product from DSM to Cubist shall
         contain such quality control certificates as described in Exhibit F to
         show that the Product is in conformity with the Product Specifications
         and Product Approvals. Cubist shall notify DSM within [ ]* of the
         receipt of a shipment of the Product of any nonconformity of the
         Product to the Product Specifications; provided that with respect to
         obvious nonconformities, Cubist will promptly notify DSM. If Cubist
         fails to so notify DSM or if Cubist processes the Product (or has it
         processed by a third party), it will be deemed to have accepted the
         Product and to have waived all claims in this respect.

         (b) Cubist shall not be required to pay DSM for any Product which has
         been property rejected in accordance with clause 3.11 sub (a). Subject
         to clause 3.11 sub a, DSM shall at its expense and at no further cost
         to Cubist replace any Product that does not conform to the Product
         Specifications. Initially samples of any defective Product shall be
         returned to DSM using the procedure specified in this Section 3.11(b).
         Cubist shall notify DSM in writing of its rejection of Product under
         Section 3.11(a), shall provide DSM with a sample of the defective
         Product along with a reasonably detailed statement of the claimed
         defect and proof of date of purchase and shall request a Return
         Material Authorization (RMA) number and shall within thirty (30) days
         of receipt of such RMA number return such rejected Product to DSM
         freight prepaid and properly insured. In the event DSM determines that
         the sample of Product is defective and properly rejected by Cubist, DSM
         shall issue the RMA and replace such defective Product. The parties
         will then in mutual consent decide on how to dispose of the defective
         Product in the most favorable manner. DSM shall return to Cubist,
         freight prepaid, all replaced Product,

* Confidential treatment requested: Material has been omitted and filed with
the Commission.

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         along with reimbursement of the shipment charges for return of the
         samples of nonconforming Product. In the event, that DSM determines
         that the returned sample of Product is not defective and the parties
         are unable to resolve such dispute to their mutual satisfaction within
         [ ]*, DSM shall submit a sample of such returned Product to an
         independent laboratory reasonably acceptable to Cubist for testing
         against the Specifications and the test results obtained by such
         laboratory shall be final and controlling. The fees and expenses of
         such laboratory testing shall be done entirely by the party against
         whom such laboratory's findings are made. In the event the test results
         indicate that the Product in question does not conform to the
         Specifications, DSM shall replace such Product at no additional cost to
         Cubist within [ ]* after receipt of such results if replacement Product
         stock is available, and in any case as soon as reasonably possible
         after receipt of such results.


4.       REGULATORY COMPLIANCE SYSTEMS, CERTIFICATES AND ACCESS
4.1      GENERAL. DSM agrees to manufacture Daptomycin bulk drug substance in
         accordance with the Good Manufacturing Practice regulations outlined in
         USC 21 CFR 211, subparts A-J, where applicable for the production of
         active pharmaceutical ingredients. This will include, at a minimum, the
         maintenance of a separate, dedicated, appropriately staffed quality
         control unit that has the responsibility of accepting or rejecting
         incoming components, review of batch records, and approving or
         rejecting Daptomycin bulk drug substance; the provision of adequate
         laboratory facilities for conducting component testing, in-process and
         final bulk drug substance testing; assuring that facility personnel
         have the appropriate education, training and experience to perform
         their designated job responsibilities; assuring that the manufacturing
         facilities are appropriately designed and maintained to ensure that
         Daptomycin bulk drug substance meets pre-determined specifications and
         is free of potential contamination; assuring that the manufacturing and
         laboratory equipment is adequate for the production and testing of
         Daptomycin bulk drug substance and that the equipment is appropriately
         maintained; the preparation and maintenance of batch production and
         control records; and having written standard operating procedures
         (SOP's) that are adhered to for the following:

                  a.   Receipt and testing of incoming components
                  b.   Operational procedures for manufacturing including
                       sampling and in-process testing

* Confidential treatment requested: Material has been omitted and filed with
the Commission.

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                  c.   Handling of deviations during the manufacturing process
                  d.   Procedures for analytical methods which are used for
                       component, in-process and final product testing
                  e.   Maintenance of manufacturing facilities as well as
                       equipment used in the manufacturing and laboratory
                       facilities
                  f.   GMP training of manufacturing and quality control
                       personnel

         DSM shall use reasonable best efforts consistent with prudent business
         practice in cooperation with Cubist to (a) obtain all necessary
         approvals required under Italian law for the production of the Product
         in the Facility and (b) maintain such approvals in effect throughout
         the term of this Agreement.

4.2      CERTIFICATES OF ANALYSIS. DSM shall perform, or cause to be performed,
         sample tests on each lot of Product purchased pursuant to this
         Agreement before delivery to Cubist. Each test report shall set forth
         the items tested, specifications and test results in a certificate of
         analysis, containing the types of information which shall have been
         agreed between the parties for each lot delivered. DSM shall send or
         cause to be sent such certificates to Cubist prior to delivery of each
         lot. The certificate of analysis will be accompanied by a certified
         batch manufacturing record signed by DSM's quality assurance
         department.

4.3      CERTIFICATES OF MANUFACTURING COMPLIANCE. DSM shall provide or cause to
         be provided, for each lot of Product purchased pursuant to this
         Agreement, a certificate of manufacturing compliance, containing the
         types of information which shall have been agreed between the parties,
         which will certify that the lot of Product was manufactured in
         accordance with the Specifications and the current Good Manufacturing
         Practices of the FDA, as the same may be amended from time to time,
         including without limitation the requirements listed on Exhibit F
         (collectively, GMPS). In the event the FDA or other governmental
         regulatory agency notifies DSM that it intends to visit or inspect the
         Facility, DSM shall immediately provide notice of such visit or
         inspection to Cubist and Cubist shall have the right to participate in
         such visit or inspection. DSM shall advise Cubist immediately If an
         authorized agent of the FDA or other governmental regulatory agency
         visits the Facility without prior notice, DSM shall furnish to Cubist
         the report by such agency of such visit within [ ]* of DSM's receipt of
         such report. In the event DSM fails to meet the GMPs, as a consequence
         of the non-, late- or misperformance of its obligations hereunder
         except for reasons of Force Majeure DSM will be responsible, at DSM's
         expense, for (a) conducting an investigation to define the probable

* Confidential treatment requested: Material has been omitted and filed with
the Commission.

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         causes for the failure, (b) providing an acceptable GMP investigation
         report to Cubist for review and written approval and (c) achieving
         compliance with GMP.

4.4      ACCESS TO FACILITY; CUBIST'S RIGHT TO MONITOR. Cubist shall at all
         times upon reasonable notice and during normal business hours have the
         right to inspect the Facility to ascertain compliance with GMPs. In
         addition, Cubist shall have the right to designate a Cubist employee or
         an independent consultant to monitor the production process at the
         Facility, the expenses of which employee or consultant would be borne
         by Cubist.

4.5      PRODUCT RECALLS. (a) if (i) any regulatory authority withdraws the
         approval to sell the Product in such country or issues a directive or
         request that the Product be recalled for product safety reasons
         relating to the Product; or (ii) any regulatory authority or court of
         competent jurisdiction issues a request, directive or order that the
         Product be recalled; or (iii) Cubist shall reasonably determine that
         the Product should be recalled; the parties shall take all appropriate
         corrective actions, and shall cooperate in any governmental
         investigations surrounding the recall. In the event that such recall
         results from the non-, late- or misperformance by DSM of its
         obligations hereunder except for reasons of Force Majeure, DSM shall up
         to an aggregate maximum amount of [ ]* be responsible for all expenses
         of the recall (except that in the event of a contributory fault of
         Cubist DSM and Cubist shall share such expenses accordingly) and DSM
         shall promptly replace such Product at no additional cost to Cubist
         consistent with directions received from the appropriate governmental
         authority. In all other cases, Cubist shall be responsible for the
         expenses of recall, including the cost of replacement Product. For the
         purposes of this Agreement, the expenses of recall shall include,
         without limitation, the expenses of notification and destruction or
         return of the recalled Product and all other costs incurred in
         connection with such recall, but shall not include lost profits of
         either party.

         (b) In the event a regulatory authority orders the withdrawal of
         Product from any country, Cubist shall not be obligated to purchase the
         Product or sell the Product in such country from the date of such
         withdrawal and until Cubist is again authorized to sell Product in such
         country, and DSM shall not be obligated to supply the Product to Cubist
         in such country for such period. If such a withdrawal decision is final
         and not appealable, the minimum offtake obligations pursuant to Section
         3.2 will be adjusted accordingly.

* Confidential treatment requested: Material has been omitted and filed with
the Commission.

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5.       CONFIDENTIALITY; PROPRIETARY RIGHTS.

         5.1. PUBLICITY. Except as is necessary for governmental notification
         purposes relating to the production, importation, marketing or sale of
         Product or to enforce their respective rights under this Agreement, or
         to a party's legal or financial advisors, and except as otherwise
         agreed to by the parties hereto in writing, the parties shall (a) keep
         the material terms of this Agreement confidential, (b) agree upon the
         text and the exact timing of an initial public announcement relating to
         the transactions contemplated by this Agreement as soon as possible
         after the Effective Date (such agreement not to be unreasonably
         withheld) and (c) agree on the text and the timing of any subsequent
         public announcements regarding this Agreement or the transactions
         contemplated herein. Neither party shall use the name of the other
         party or any director, officer or employee of the other party or any
         adaptation thereof in any advertising, promotional or sales literature
         or publicity without the prior written approval of the other party. If
         this Agreement is required to be filed by either Party with the
         Securities and Exchange Commission or another applicable securities
         regulatory authority, such party shall not file this Agreement with the
         Securities and Exchange Commission without seeking confidential
         treatment for any provisions of this Agreement that either party
         believes would disclose trade secrets, confidential commercial or
         financial information that would impair the value of the contractual
         rights represented by this Agreement or provide detailed commercial and
         financial information to competitors or third parties. Neither party
         shall use the name of the other party or any director, officer or
         employee of the other party or any adaptation thereof without the prior
         written approval of the other party.

         5.2 CONFIDENTIALITY. It is contemplated that in the course of the
         performance of this Agreement each party may, from time to time.
         disclose Confidential Information to the other. Each party agrees to
         take all reasonable steps to prevent disclosure of Confidential
         Information of the other party and not to use any Confidential
         Information of the other party except for the limited purposes set
         forth in this Agreement; provided that no provision of this Agreement
         shall be construed to preclude such disclosure of Confidential
         Information as may be required by valid court or administrative order,
         or to the extent necessary and appropriate to divulge such Confidential
         Information to obtain governmental approval for marketing the Product;
         provided notice of such disclosure is provided to the other party prior
         to such disclosure. All Confidential Information made available
         hereunder, including copies thereof, shall be returned or destroyed
         upon the first to occur of (a) termination of this Agreement or (b)
         written request by

* Confidential treatment requested: Material has been omitted and filed with
the Commission.

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         the discloser, except that each party may retain one (1) complete copy
         of Confidential Information for archival purposes to assure compliance
         with this Agreement. For the purpose of this Article 5, it is agreed
         that any direct or indirect Affiliate of DSM shall not be regarded as a
         third party.

5.3      PROPRIETARY RIGHTS. (a) This Agreement does not convey to DSM any
         ownership rights in [ ]* by implication, estoppel or otherwise except
         for the rights expressly granted under this Agreement. Title to [ ]*
         shall at all times remain vested in Cubist or its licensors.

         (b) This Agreement does not convey to Cubist any ownership rights in
         any existing [ ]* by implication, estoppel or otherwise. Title to
         all such [ ]* shall at all times remain vested in DSM or its
         licensors.

         (c) [ ]*

         (d) Subject to the terms and conditions of this Agreement, Cubist
         hereby grants to DSM, and DSM hereby accepts, a [ ]*

         (e) Each party agrees that any of its employees, affiliates,
         consultants who are designated as inventors agree to execute all
         assignments, powers of attorney or other patent documents necessary to
         vest ownership to the other party as described in Section 5.3 (c) (i).

* Confidential treatment requested: Material has been omitted and filed with
the Commission.

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5.4      PROPRIETARY RIGHTS NOTICES. DSM shall mark or have marked all
         containers or packages of Product in accordance with the patent marking
         laws of the jurisdiction in which such units of Product are
         manufactured.

6.       REPRESENTATIONS AND WARRANTIES.

6.1      AUTHORIZATION; ENFORCEABILITY. Each of DSM and Cubist represents and
         warrants to the other that: (a) it is a corporation duly organized,
         validly existing and in good standing under the laws of its
         incorporating jurisdiction; (b) it has all requisite corporate power
         and authority to enter into this Agreement; (c) it is duly authorized
         to execute and deliver this Agreement and to perform its obligations
         hereunder and consummate the transactions contemplated hereby; and (d)
         this Agreement is a valid and binding obligation of such party
         enforceable in accordance with its terms.

6.2      CONFORMITY; GMP'S. DSM represents and warrants to Cubist that all
         Product supplied to Cubist hereunder shall, at the time of delivery:
         (a) conform to the Specifications; and (b) be manufactured, labeled,
         packaged and tested (while in the possession of, stored by or control
         of DSM) in accordance with the applicable GMP's, and the applicable
         laws and the regulations in the United States and the EU relating to
         the manufacture and testing of the Product as defined in Exhibit F to
         this Agreement. THE FOREGOING WARRANTY IS THE SOLE AND EXCLUSIVE
         WARRANTY GIVEN BY DSM WITH RESPECT TO THE DAPTOMYCIN PRODUCT, AND DSM
         GIVES AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS
         OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
         FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING UNDER TRADE
         USAGE OR CUSTOM OR ANY EXPRESS OR IMPLIED WARRANTIES OF PATENT VALIDITY
         OR FREEDOM OF OR FROM PATENT INFRINGEMENT.

6.3      COMPLIANCE WITH FDA. DSM represents and warrants to Cubist that (a) all
         Product supplied to Cubist hereunder shall at the time of such
         delivery, not be adulterated within the meaning of the Federal Food,
         Drug and Cosmetic Act of 1941, as amended (FDA ACT), as such FDA Act is
         effective at the time of delivery, and will not be an article which may
         not, under the provisions of the FDA Act, be introduced into interstate
         commerce.

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6.4      FDA DEBARMENT CERTIFICATION. DSM warrants that it shall not knowingly,
         after due inquiry, employ, contract with or retain any person directly
         or indirectly to perform services under this Agreement, if such person
         is debarred by the FDA under 21 USC 335a(k) (Section 306, Federal Food,
         Drug and Cosmetic Act). Upon written request from Cubist (including a
         request made on it's behalf by Cubist's agent), DSM shall, within [ ]*,
         provide written confirmation that it has complied with the foregoing
         obligation.

6.5      EXCLUSIVE REMEDY. EXCEPT AS OTHERWISE PROVIDED IN SECTION 7 (WITH
         RESPECT TO THIRD PARTY CLAIMS), IN THE EVENT ANY PRODUCT PURCHASED BY
         CUBIST FROM DSM FAILS TO CONFORM TO THE WARRANTY SET FORTH IN SECTION
         6.2, DSM'S SOLE AND EXCLUSIVE LIABILITY AND CUBIST'S SOLE AND EXCLUSIVE
         REMEDY SHALL BE, [ ]*, PROVIDED THAT CUBIST NOTIFIES DSM OF SUCH
         NONCONFORMITY AND RETURNS A SAMPLE OF THE PRODUCT AND THE PRODUCT IN
         ACCORDANCE WITH SECTION 3.11 (A) AND (B).

7.       RISK ALLOCATION
7.1      LIMITATION OF LIABILITY. EXCEPT FOR INFRINGEMENT OF CUBIST'S
         INTELLECTUAL PROPERTY RIGHTS OR BREACH OF CONFIDENTIALITY OBLIGATIONS
         UNDER SECTION 5.1 AND EXCEPT AS OTHERWISE PROVIDED IN SECTION 7.2 WITH
         RESPECT TO THIRD PARTY CLAIMS, DSM SHALL NOT BE LIABLE TO CUBIST FOR
         LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL,
         PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE
         TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY
         THEORY OF LIABILITY. THE AGGREGATE LIABILITY OF DSM FOR DIRECT DAMAGES
         OF CUBIST OUT OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
         HEREBY SHALL BE LIMITED TO THE INVOICE VALUE OF THE PRODUCT WITH
         RESPECT TO WHICH A CLAIM PERTAINS.

7.2      DSM INDEMNIFICATION. Subject to the provisions of Section 7.4 [ ]*, DSM
         (as INDEMNIFYING PARTY) shall solely defend, indemnify and hold
         harmless Cubist, its subsidiaries, parent corporations, Affiliates,
         officers, directors, independent contractors, partners, shareholders,
         employees, agents, successors and assigns (each, as an INDEMNITEE) from
         and against any claim, suit, demand, loss, damage, expense (including
         reasonable attorney's fees of Indemnitee(s) and those that

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         may be asserted by a third party) or liability (collectively, LOSSES)
         relating to personal injuries and/or property damages to the extent
         arising from Product Liability legislation. The foregoing
         Indemnification action shall not apply in the event and to the extent
         that such Losses arose as a result of any Indemnitee's negligence,
         intentional misconduct or breach of this Agreement.

7.3      CUBIST INDEMNIFICATION. Subject to the provisions of Section 7.4,
         Cubist (as INDEMNIFYING PARTY) shall defend, indemnify and hold
         harmless DSM, its subsidiaries, parent corporations, Affiliates,
         officers, directors, independent contractors, partners, shareholders,
         employees, agents, successors and assigns (each, as an INDEMNITEE) from
         and against any Losses arising from or related to (a) the negligence or
         willful misconduct of Cubist, (b) the use, sale or processing of the
         Product by Cubist, to the extent not attributable to DSM and (c) any
         allegation that the Process or Product infringes any intellectual
         property right of any third party, unless caused by DSM's unauthorized
         use or modification of the Process or Product.

7.4      PROCEDURE. To receive the benefit of indemnification under Sections 7.2
         and 7.3, the Indemnitee must (a) promptly notify the Indemnifying Party
         in writing of a claim or suit (such notice to include a description of
         such claim or suit and a copy of such claim or process and all legal
         pleadings in connection therewith); (b) provide reasonable cooperation
         (at the Indemnifying Party's expense) in the defense and settlement of
         the claim or suit; and (c) tender to the Indemnifying Party (and its
         insurer) full authority to defend or settle the claim or suit. The
         Indemnifying Party shall have no obligation to indemnify Indemnitee in
         connection with any settlement made without the Indemnifying Party's
         written consent. Failure to comply with the provisions of Section
         7.4(a)-(c) shall relieve the Indemnifying Party of its indemnification
         obligations; provided, that failure to give notice in accordance with
         Section 7.4(a) shall not relieve the Indemnifying Party of its
         indemnification obligations, except where, and solely to the extent
         that, such failure actually and materially prejudices the rights the
         Indemnifying Party. Notwithstanding the provisions of Section
         7.4(b)-(c): (i) Indemnitee shall have the right to retain its own
         counsel, with the fees and expenses to be paid by the Indemnifying
         Party, if representation of Indemnitee by the counsel retained by the
         Indemnifying Party would be inappropriate due to actual or potential
         differing interests between such Indemnitee and any other party
         represented by such counsel in such proceedings; and (a) if an
         Indemnitee determines that there is a reasonable probability that a
         claim may materially and adversely affect it, other than as a result of

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         money payments required to be reimbursed by the Indemnifying Party
         under this Section 7, the Indemnitee shall have the right to defend,
         compromise or settle such claim or suit, provided that such settlement
         or compromise shall not, unless consented to in writing by the
         Indemnifying Party, be relevant as to the liability of the Indemnifying
         Party to Indemnitee.

7.5      INSURANCE. (a) DSM shall cause to purchase and maintain in force during
         the term of this Agreement, at its expense, premises liability
         insurance coverage described in Exhibit G hereto. Certificates of such
         insurance shall be provided to Cubist upon the execution of this
         Agreement.

         (b) Each party shall purchase and maintain insurance or self-insurance
         adequate to cover its obligations hereunder and which are consistent
         with normal business practices of prudent companies similarly situated
         at all times during which any Product is being clinically tested with
         human subjects or commercially distributed or sold. It is understood
         that such insurance shall not be construed to create a limit of either
         party's liability.

         (c) Each party shall provide the other with written evidence of the
         insurance required under Sections 7.5(a) and 7.5(b) (or financial
         information that describes the amounts available under any
         self-insurance facility) upon request. Each party shall provide the
         other with written notice at least fifteen (15) days prior to the
         cancellation, non-renewal or material change in such insurance or
         self-insurance which materially adversely affects the rights of the
         other party hereunder.

8.       TERM AND TERMINATION.
8.1      TERM. This Agreement shall take effect at the Effective Date and shall
         remain in effect unto the end of the [ ]* Contract Year, unless sooner
         terminated in accordance with Section 8 or extended in accordance with
         this Section 8.1. Thereafter, [ ]*. All applicable terms and
         conditions of this Agreement shall remain in effect during such
         extension term, unless expressly amended by the parties.

8.2      TERMINATION. (a) Either party may terminate this Agreement at any time:
         (i) upon [ ]* notice to the other party in the event that the other

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         party shall have breached any of its material obligations hereunder and
         shall not have cured such default prior to the expiration of the [ ]*
         period; (ii) upon notice to the other party in the event that a Force
         Majeure condition has prevented performance by the other party for more
         than [ ]*; (iii) upon notice to the other party in the event that any
         bankruptcy, insolvency or receivership proceeding or the like
         (including out-of-court arrangements involving a party that cannot pay
         its debts as they mature) is commenced by or against the other party
         unless, in the case of an involuntary proceeding, it is dismissed
         within [ ]*.

         (b) Cubist may terminate this Agreement at any time, upon [ ]* notice
         to DSM, if Cubist finally and irrevocably terminates the manufacture
         and sale of the Product (both directly and indirectly). Cubist may also
         terminate this Agreement in the event that the FDA refuses to approve
         the Product. In this event the parties will reasonably agree upon the
         disposition of any ongoing orders for Product and Product which is
         currently work in progress.

         (c) The parties may also terminate this Agreement at any time upon
         mutual written agreement of the parties.

8.3      EFFECT OF TERMINATION. Upon any termination (including expiration) of
         this Agreement: (i) each party will return to the other party or
         certify in writing to the other party that it has destroyed all
         documents and other tangible items it or its employees or agents have
         received or created pursuant to this Agreement pertaining, referring or
         relating to the Confidential Information of the other party, except
         that each party may retain one (1) complete copy of Confidential
         Information for archival purposes to assure compliance with this
         Agreement; and

         (ii) DSM shall promptly notify Cubist of the quantity of Product in
         inventory and Cubist shall have the obligation to purchase such
         inventory of Product in accordance with the provisions of Sections
         3.4-3.5 and subject to Sections 3.10-3.11; provided, that Cubist shall
         not be obligated to purchase any more than the quantity of Product
         specified in Cubist's then most recent quarterly forecast for the
         following four quarters unless the parties had agreed to a larger
         inventory, in which case such inventory will be purchased and taken in
         its entirety by Cubist. DSM shall also promptly notify Cubist of the
         quantity of raw materials in inventory and Cubist shall have the
         obligation to either reimburse DSM for the purchase price and inventory
         costs of DSM relating to such raw materials or to have DSM manufacture
         Product thereof and pay the applicable purchase price;

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         provided, that Cubist shall not be obligated to reimburse or purchase
         any more than the quantity of raw materials in inventory agreed upon by
         the parties.

         (b) Termination of this Agreement shall not affect rights and
         obligations of either party that may have accrued prior to the
         effective date of termination or any obligation specifically stated to
         survive termination. To that extent, all outstanding payments due by
         Cubist to DSM, will become payable at once. In particular the
         provisions of Sections 1, 4.5, 5.1-5.4, 6-9 and 10 shall survive any
         expiration or termination of this Agreement. Neither party shall be
         entitled to damages resulting from the termination of this Agreement in
         accordance with this Section 8.

9.       DISPUTE RESOLUTION.
9.1      DESIGNATED CONTACTS. (a) Each party will designate an individual
         (REPRESENTATIVE) who will have the authority to represent such party in
         all matters concerning the transactions contemplated by this Agreement.
         All communications should be addressed to the designated
         Representative. The initial Cubist Representative will be [ ]*. The
         initial DSM Representative will be [ ]*.

         (b) In the event that any dispute arises relating to this Agreement,
         the Representatives shall promptly meet and attempt to resolve same
         through good faith discussions. If the Representatives are unable to
         resolve any dispute to their mutual satisfaction within [ ]* after they
         commence discussions regarding same, and do not agree to extend the
         time for resolution of the issue at the end of their meeting, then
         either party may initiate alternative dispute resolution in accordance
         with Section 9.2.

9.2      ARBITRATION. (a) Except in the case of a breach of Section 5, any
         claim, dispute, or controversy arising out of or relating to this
         Agreement that is not resolved in accordance with the provisions of
         Section 9.1 will be submitted by the parties to arbitration by the
         London Court of International Arbitration (LCIA) under the rules then
         in effect for the LCIA, as modified herein or by agreement of the
         parties. Any such arbitration shall be conducted in London, England by
         one or more arbitrators selected in accordance with this Section 9.2.
         Each party irrevocably and unconditionally (i) consents to the
         jurisdiction of any such proceeding and waives any objection that it
         may have to personal jurisdiction or the laying of venue of any such
         proceeding; and (ii) knowingly and voluntarily waives its rights to
         have disputes tried and adjudicated by a judge and jury except as
         otherwise expressly provided

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         herein. The parties will cooperate with each other in causing the
         arbitration to be held in as efficient and expeditious a manner as
         practicable. The parties will attempt to agree upon a mutually
         acceptable arbitrator within 30 days of receipt of the notice of intent
         to arbitrate. If the parties are unable to agree upon a single
         arbitrator within such 30-day period or any extension of time which is
         mutually agreed upon, three (3) arbitrators shall be used, one selected
         by each party within ten (10) days after the conclusion of the 30-day
         period and a third selected by the first two within ten (10) days
         thereafter. Unless the parties agree otherwise, they shall be limited
         in their discovery to directly relevant documents. Responses or
         objections to a document request shall be served twenty (20) days after
         receipt of the request. The arbitrator(s) shall resolve any discovery
         disputes. It is understood that the parties may (but are not required
         to) submit disputes concerning any breach of Section 5 to arbitration
         in accordance with this Section 9.2. Nothing herein shall prevent the
         parties from settling any dispute by mutual agreement at any time.

         (b) The arbitrator(s) shall apply the substantive laws of England when
         construing this Agreement and attempting to resolve any dispute
         relating to the transactions contemplated by this Agreement, without
         regard for any choice or conflict of laws rule or principle that would
         result in the application of the substantive law of any other
         jurisdiction. The arbitration shall be of each party's individual
         claims only, and no claim of any other party shall be subject to
         arbitration in such proceeding. Except as otherwise required by law,
         the parties and the arbitrator(s) shall maintain as confidential all
         information or documents obtained during the arbitration process,
         including the resolution of the dispute.

         (c) The arbitrator(s) shall not have the authority to award exemplary
         or punitive damages, and the parties expressly waive any claimed right
         to such damages. The arbitrator(s) shall have the authority to award
         actual money damages (with interest on unpaid amounts from the date
         due) and may grant equitable relief as is just and provided by the LCIA
         Rules, in each case except as specifically provided to the contrary
         herein The costs and expenses of the arbitration, but not the costs and
         expenses of the parties, shall be shared equally by the parties,
         provided that the non-prevailing party in any arbitration shall pay the
         other party's costs and expenses (including travel expenses) and
         reimburse such party for its portion of the arbitration costs. Any
         award rendered by the arbitrator(s) shall be final and binding upon the
         parties. Judgment upon the award may be entered in any court of
         competent jurisdiction. If a party fails to proceed with arbitration,

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         unsuccessfully challenges the arbitration award, or fails to comply
         with the arbitration award, the other party is entitled to costs,
         including reasonable attorneys' fees, for having to compel arbitration
         or defend or enforce the award.

         (d) In the case of a breach of Section 5, either party may seek legal
         or equitable relief in the court(s) having jurisdiction over such
         matter.

10.      GENERAL PROVISIONS.
10.1     GOVERNING LAW. This Agreement shall be governed and construed in
         accordance with the laws of England, to the exclusion of both its rules
         on conflicts of laws and the provisions of the United Nations
         Convention on Contracts for the International Sale of Goods.

10.2     AMENDMENT AND WAIVER. No provision of or right under this Agreement
         shall be deemed to have been waived by any act or acquiescence on the
         part of either party, its agents or employees, but only by an
         instrument in writing signed by an authorized officer of each party. No
         waiver by either party of any breach of this Agreement by the other
         party shall be effective as to any other breach, whether of the same or
         any other tern or condition and whether occurring before or after the
         date of such waiver.

10.3     INDEPENDENT CONTRACTORS. Each party represents that it is acting on its
         own behalf as an independent contractor and is not acting as an agent
         for or on behalf of any third party. This Agreement and the relations
         hereby established by and between DSM and Cubist do not constitute a
         partnership, joint venture, franchise, agency or contract of
         employment. Cubist is not granted, and shall not exercise, the right or
         authority to assume or create any obligation or responsibility on
         behalf of or in the name of DSM or its Affiliates.

10.4     ASSIGNMENT. Neither party may assign this Agreement or any of such
         party's rights and obligations hereunder to any third party without the
         prior written consent of the other party, which consent shall not be
         unreasonably withheld. Either party may assign this Agreement, and such
         party's rights and obligations hereunder, to an Affiliate (including a
         subsidiary) which controls, is controlled by, or is under common
         control with a party so long as the assigning party remains primarily
         liable for its obligations hereunder. In addition, either party may
         assign this Agreement, and its rights and obligations hereunder, to any
         third party that purchases substantially all of the assigning party's
         stock or assets relating to that portion of such party's business that
         is related to the subject of this Agreement. Any attempted

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         assignment, delegation or transfer in contravention of this Agreement
         shall be null and void.

10.5     SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to the
         benefit of the parties hereto and their respective successors and
         permitted assigns.

10.6     NOTICES. Unless otherwise provided herein, any notice, report, payment
         or document to be given by one party to the other shall be in writing
         and shall be deemed given when delivered personally or mailed by
         certified or registered mail, postage prepaid (such mailed notice to be
         effective on the date which is three (3) business days after the date
         of mailing), or sent by nationally recognized overnight courier (such
         notice sent by courier to be effective one business day after it is
         deposited with such courier), or sent by telefax (such notice sent by
         telefax to be effective when sent, if confirmed by certified or
         registered mail or overnight courier as aforesaid):

         If to DSM:
         DSM Capua S.p.A.
         Strada Statale Appla 4fi-48
         Capua, Italy
         Attention:  Eric Lodder
         Phone:  39.0823.628.325
         Fax:   39.0823.628.326

         If to Cubist:
         Cubist Pharmaceuticals, Inc.
         24 Emily Street
         Cambridge. MA 02139 U.S.A.
         Attention: Alan Watson
         Telefax No.:  (617) 234-5592
         Telephone No.:  (617) 576-1999

         or to such other place as any party may designate as to itself by
         written notice to the other party.

10.7     SEVERABILITY. In the event any provision of this Agreement shall for
         any reason be held to be invalid, illegal or unenforceable in any
         respect, such invalidity, illegality or unenforceability shall not
         affect any other term or provision hereof. The parties agree that they
         will negotiate in good faith or will permit a court or arbitrator to
         replace any provision hereof so held invalid, illegal or unenforceable
         with a

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         valid provision which is as similar as possible in substance to the
         invalid, illegal or unenforceable provision.

10.8     CONFLICT OR INCONSISTENCY. In the event of any conflict or
         inconsistency between the terms and conditions hereof and any terms or
         conditions set forth in any purchase order or other document relating
         to the transactions contemplated by this Agreement, the terms and
         conditions of this Agreement shall prevail.

10.9     CAPTIONS. Captions of the sections and subsections of this Agreement
         are for reference purposes only and do not constitute terms or
         conditions of this Agreement and shall not limit or affect the meaning
         or construction of the terms and conditions hereof.

10.10    WORD MEANINGS. Words such as HEREIN, HEREINAFTER, HEREOF AND HEREUNDER
         refer to this Agreement as a whole and not merely to a section or
         paragraph in which such words appear, unless the context otherwise
         requires. The singular shall include the plural, and each masculine,
         feminine and neuter reference shall include and refer also to the
         others, unless the context otherwise requires.

10.11    FURTHER ASSURANCES. Each party covenants and agrees that, subsequent to
         the execution and delivery of this Agreement and without any additional
         consideration, it will execute and deliver any further legal
         instruments and perform any acts which are or may become reasonably
         necessary to effectuate the purposes of this Agreement.

10.12    RULES OF CONSTRUCTION. The parties agree that they have participated
         equally in the formation of this Agreement and that the language and
         terms of this Agreement shall not be construed against either party by
         reason of the extent to which such party or its professional advisors
         participated in the preparation of this Agreement.

10.13    COUNTERPARTS. This Agreement may be executed in multiple counterparts,
         each of which shall be deemed an original, but all of which together
         shall constitute one and the same instrument. In making proof of this
         Agreement, it shall not be necessary to produce or account for more
         than one such counterpart.

10.14    FORCE MAJEURE. Except as otherwise provided in this Agreement, in the
         event that a delay or failure of a party to comply with any obligation,
         other than a payment obligation, created by this Agreement

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         is caused by a Force Majeure condition, that obligation shall be
         suspended during the continuance of the Force Majeure condition.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective duly authorized officers, and have duly delivered and
executed this Agreement under seal as of the date first set forth above.

CUBIST PHARMACEUTICALS, INC.


By: /s/ SCOTT M. ROCKLAGE
    ---------------------------------
Title:

DSM CAPUA S.p.A


By:
    ---------------------------------
Title:


By: /s/ E. LODDER
    ---------------------------------
Title:


By: /s/ C. MANTOVANI
    ---------------------------------
Title:


LIST OF EXHIBITS
A: List of Patent and Patent Applications
B: Daptomycin Structure
C: Process
D: Specifications
E: Requirements
F: Qualification Certificates and cGMPs
G: Insurance

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