Sample Business Contracts

Contract Research Agreement - Target Research Associates Inc. and Cubist Pharmaceuticals Iinc.

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                             CONFIDENTIAL TREATMENT

                           CONTRACT RESEARCH AGREEMENT

                         TO CUBIST PHARMACEUTICALS, INC.

                               PROTOCOL: DAP-00-05

                         PNEUMONIA DUE TO S. PNEUMONIAE

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


                                                                        Page - 2

This Agreement is made by and between Target Research Associates, Inc.
(hereinafter "TARGET") of 554 Central Avenue, New Providence, New Jersey 07974,
and Cubist Pharmaceuticals, Inc. (hereinafter "CUBIST") of 24 Emily Street,
Cambridge, MA 02139. CUBIST is contracting with TARGET to provide the services
detailed in the attached budgets, one budget for work in the U.S., the other for
work in Poland (hereinafter, collectively referred to as the "Budget") for the
clinical study (hereinafter the "Study") according to Cubist protocol DAP-00-05.


          The Budget includes a detailed list of activities to be performed by
          TARGET and associated fees and expenses, as well as key study
          parameters, timing, and other assumptions on which the Budget is
          based. Budget revisions following execution of this Agreement must be
          documented by a change order prepared by TARGET and approved in
          writing by CUBIST. A change order may be expected in the event of a
          change of a key Study assumption or parameter, including significant
          changes in timing. It is the responsibility of TARGET to immediately
          inform CUBIST of the Budget implications of any such changes.

          TARGET's services will be performed on [ ]*. TARGET may not exceed the
          total Budget by greater than [ ]*% without first obtaining written
          approval from CUBIST.

          TARGET will provide monthly invoices to CUBIST for fees and expenses
          incurred for that particular month. TARGET's invoices shall be
          accompanied by an updated Budget/Expense Reconciliation Report
          providing the status of each budget line-item regarding (a) the amount
          incurred for that particular month, (b) the total amount incurred to
          date, and (c) the remaining budget for that line-item. Back-up reports
          and other items will be attached as appropriate, with the aim of
          providing CUBIST with sufficient detail in a clear format to enable
          thorough financial monitoring of the project. Payment by CUBIST on
          invoices issued by Target will be due [ ]*. Balances not paid within
          this time will accrue interest at [ ]*% per month or part thereof for
          each month after the aforementioned due date.


         During the term of this Agreement and thereafter (including following
         any termination), TARGET agrees to retain in confidence and to refrain
         from disclosing and/or using for its benefit (other than for the
         purposes indicated herein) or the benefit of any third party, any and
         all information and/or data ("Confidential Information") derived from
         the Study and/or disclosed to TARGET as a result of its services under
         this Agreement and/or obtained by TARGET or its representatives while
         visiting CUBIST' facilities and any and all data and/or analysis
         arising or derived from such Confidential Information or the subject
         Study without the prior written consent of CUBIST. This restriction
         shall not apply to Confidential Information:

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


                                                                        Page - 3

         o        which is or becomes public knowledge (through no fault of
                  TARGET's or its representatives), or

         o        which is lawfully made available to TARGET by an independent
                  third party not under an obligation of confidence to CUBIST
                  (and such lawful availability can be properly demonstrated by
                  TARGET), or

         o        which is already in TARGET's possession at the time of the
                  initial receipt from CUBIST (and such prior possession can be
                  properly demonstrated by TARGET), or

         o        which is required by law, regulation, rule, act, or order of
                  any governmental authority or agency to be disclosed by
                  TARGET; provided, however that TARGET notifies and consults
                  with CUBIST prior to such disclosure.

         TARGET shall limit disclosure of Confidential Information received
         hereunder to only those of its officers, employees, subcontractors
         and/or investigators who have a legitimate need to know such
         Confidential Information. TARGET shall advise such persons, upon
         disclosure to them of any Confidential Information, of the proprietary
         nature thereof and the terms and conditions of this Agreement and shall
         use all reasonable safeguards to prevent unauthorized disclosure by
         such persons.


         TARGET agrees that it will not make any publication, including any
         abstracts, posters or articles relating to the Study or the services
         performed pursuant to this Agreement without the prior written consent
         of CUBIST.


         All concepts, inventions, ideas, patent rights, records, data,
         trademarks and copyrights, including electronic data, files, and
         programs which are related to, arise out of, or are in connection with
         TARGET's work or any and all services performed by it pursuant to this
         Agreement will be the exclusive property of, and all ownership rights
         shall vest in CUBIST.

V.       TERM

         The term of this Agreement shall begin on the date it is executed by
         both TARGET and CUBIST. The term of the Agreement [ ]*.


         CUBIST shall have the right at any time to terminate the Study prior to
         completion by giving [ ]* days written notice to TARGET. In the event
         of notice of termination,

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


                                                                        Page - 4

         TARGET shall immediately use its best efforts to reduce and/or
         eliminate any and all costs and/or expenses to CUBIST, and CUBIST shall
         be obliged to pay TARGET the fees and expenses for (a) all Budget
         activities which have been completed, (b) all Budget items which have
         been irrevocably committed, and (c) all activities subsequently agreed
         to by CUBIST which are required to wind-up TARGET's activities on the


         TARGET shall be in default under the terms and conditions of this
         Agreement if TARGET negligently, recklessly or intentionally fails to
         perform any of the contracted services or if TARGET is unable to
         continue operations or perform its obligations herein in a manner
         acceptable to applicable state, local, federal rules, regulations and
         ordinances. Notwithstanding the foregoing, if any default occurs,
         CUBIST shall promptly notify TARGET in writing of such default. TARGET
         shall have a period of 30 days from the date of such notice within
         which to cure such default. If TARGET fails to cure, then this
         Agreement shall, at CUBIST's option, immediately terminate, and CUBIST
         shall have no liability for such termination except as may be otherwise
         set forth in Section VI.


         All notices pertaining to this Agreement shall be in writing and sent
         to the respective parties as follows:

         TO CUBIST:                            TO TARGET:
         Mr. Ed Campanaro                      Mr. Lloyd J. Baroody
         Director, Clinical Affairs            Managing Director
         Cubist Pharmaceuticals, Inc           Target Research Associates, Inc.
         24 Emily Street                       554 Central Avenue
         Cambridge, MA 02139                   New Providence, NJ 07974


         It is understood and agreed that TARGET is an independent contract
         research organization and is not an agent or employee of CUBIST.
         Accordingly, TARGET will have exclusive control over its employees and

         TARGET will not have authority to bind or commit CUBIST in any manner
         whatsoever and will not, at any time, hold itself out to third parties
         as having authority to enter into or incur any commitments, expenses,
         liabilities, or obligations of any nature on behalf of CUBIST.


         CUBIST agrees to indemnify, defend and hold harmless TARGET, its
         affiliates, agents, and employees from and against any and all losses,
         costs, expenses

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


                                                                        Page - 5

         (including reasonable attorneys' fees), claims, actions, liabilities,
         damages, or law suits suffered or incurred by TARGET as a result of
         bodily injury occurring to a patient in the Study, except to the extent
         that any such losses, costs, expenses, claims, actions, liabilities,
         damages, or law suits is caused by the negligence or intentional
         misconduct of TARGET, its affiliates, agents, or employees.

         TARGET agrees to indemnify, defend and hold harmless CUBIST, its
         affiliates, agents, and employees from and against any and all losses,
         costs, expenses (including reasonable attorneys' fees), claims,
         actions, liabilities, damages, or law suits suffered or incurred
         resulting from TARGET's negligent performance of the obligations
         required herein, or intentional or reckless misconduct.

         Each party agrees to provide the other with prompt notice of any such
         claim, action, or lawsuit. In the event the aforesaid indemnity is
         invoked, the Indemnitor shall have the right, but not the obligation,
         to manage and control the defense and settlement of any and all such
         claims, actions or lawsuits, and shall have the right to select and
         engage counsel of its own choice. Each party shall cooperate fully with
         the other in defense of any and all claims, actions or lawsuits.


         A party shall be excused from performing its obligations under this
         Agreement if its performance is delayed or prevented by any cause
         beyond such party's control, including but not limited to, acts of God,
         fire, explosion, weather, war, insurrection, civil strife, riots,
         government action, or power failure not specific to Target's
         facilities. Performance shall be excused only to the extent of and
         during the reasonable continuance of such disability. TARGET will
         immediately notify CUBIST if, by reason of any of the disabilities
         referred to herein, TARGET is unable to meet any deadline or time for
         performance. In the event that any part of a Study is rendered invalid
         as a result of such disability, TARGET will, upon written request from
         CUBIST and at CUBIST' sole cost and expense, repeat that part of the
         Study affected by the disability.


         WAIVER. No waiver of any term, provision, or condition of this
         Agreement whether by conduct or otherwise in any one or more instances
         shall be deemed to be or construed as a further or continuing waiver of
         any such term, provision, or condition or of any other term, provision,
         or condition of this Agreement.

         AMENDMENTS. Any amendments or revisions to this Agreement must be
         proposed in writing by either party and accepted in writing by the
         other party before they shall become effective and binding.

         ACCESS TO RECORDS/AUDITS. TARGET will permit representatives of CUBIST
         to have access at reasonable times to TARGET's premises for the purpose
         of observing

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


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         performance of the Study and/or reviewing data pertaining to the Study.
         If any governmental or regulatory authority conducts or gives notice to
         TARGET of its intent to conduct an inspection of TARGET or at any
         investigational site or take any other regulatory action with respect
         to the Study or contracted services provided under this Agreement,
         TARGET shall (a) notify CUBIST of such inspection; (b) allow CUBIST the
         right to be present at any such inspection; (c) allow CUBIST to have
         primary responsibility for preparing any responses which may be
         required; and (d) give CUBIST the opportunity to challenge any order of
         a regulatory or governmental activity.

         LEGAL COMPLIANCE. TARGET shall perform all work under this Agreement in
         conformity with all applicable federal, state, and local laws and

         ASSIGNMENT. This Agreement may not be assigned by either party without
         the other's prior written consent, which consent shall not be
         unreasonably withheld.

         CONTINUITY. In the event that CUBIST is acquired by another entity or
         if the invention which is the subject of this Agreement is acquired by
         another entity, or if there is an agreement which results in another
         entity assuming control of the Study, CUBIST agrees to use its best
         efforts to allow for TARGET to continue performing its responsibilities
         for the remaining term of the Agreement.

         SEVERABILITY. If any provision of this Agreement shall be deemed void
         in whole or in part for any reason whatsoever, the remaining provisions
         shall remain in full force and effect.

This Agreement constitutes the entire and only Agreement between CUBIST and
TARGET regarding the Study described herein, and all prior negotiation,
representations, agreements, and understandings are superseded hereby.

This Agreement becomes effective and binding on both parties upon its execution.


By (signature): /s/ LLOYD J. BAROODY             Date:    JULY 7, 2000
               -----------------------                    ------------

Print Name: Lloyd J. Baroody                     Title: Managing Director


By (signature):  /s/ ROBERT MCCORMACK            Date:   AUGUST 1, 2000
               ------------------------                  --------------

Print Name: Robert McCormack                     Title:  Senior VP, Development

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