LICENSE AGREEMENT

dated December 27, 2001 between

CUBIST PHARMACEUTICALS, INC.

and

UNIVERSITY OF UTAH RESEARCH FOUNDATION

Revised July 2001

Exclusive License Agreement

TABLE OF CONTENTS

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LICENSE AGREEMENT

THIS LICENSE AGREEMENT (AGREEMENT) is entered into this 27th day of December, 2001 (the Effective Date) by and between the UNIVERSITY OF UTAH RESEARCH FOUNDATION, a Utah non-profit corporation, having its principal place of business at 615 Arapeen Drive, Suite 110, Salt Lake City, UT 84108, hereinafter referred to as UNIVERSITY, and CUBIST PHARMACEUTICALS, INC., having its principal place of business at 65 Hayden Avenue, Lexington, MA 02421, hereinafter referred to as CUBIST.

W I T N E S S E T H

WHEREAS, certain inventions, generally characterized as COMPLEXES TO IMPROVE ORAL ABSORPTION OF POORLY ABSORBABLE ORAL ANTIBIOTICS and assigned University of Utah identification number U-3241, hereinafter collectively referred to as the INVENTION, have been made in the course of research at the University of Utah conducted by Dr. Jeong Soo Lee and at the University of Utah under a Testing Agreement dated July 1, 1996 with MC Technologies, Inc. conducted by Dr. Seung-Ho Choi;

WHEREAS, patent applications have been filed related to such INVENTION; WHEREAS, UNIVERSITY desires that the intellectual property captured in such patent applications be developed and utilized to the fullest extent so that its benefits can be enjoyed by the general public;

WHEREAS, CUBIST wishes to obtain from UNIVERSITY a license under certain rights for the commercial development, production, manufacture, use sand sale of products developed using such intellectual property, and UNIVERSITY is willing to grant such a license upon the terms and conditions hereinafter set forth;

NOW THEREFORE, for and in consideration of the covenants, conditions and undertakings hereinafter set forth, the parties hereby agree as follows:

*Confidential Treatment Requested. Omitted portions filed with the Commission.

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ARTICLE 1.  DEFINITIONS

Section 1.1                                      AFFILIATE means any person or entity that controls, is controlled by, or is under common control with CUBIST, directly or indirectly. For purposes of this definition, control and its various inflected forms means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through ownership of voting securities, by contract or otherwise.

Section 1.2                                      QUARTER shall mean a period of three (3) consecutive calendar months ending on March 31, June 30, September 30 or December 31.

Section 1.3                                      FDA shall mean., the United States Food and Drug Administration.

Section 1.4                                      FIELD shall mean all fields of use. Notwithstanding the foregoing, [*], pursuant to Section 4.2 below.

Section 1.5                                      LICENSED PRODUCT means any product, process, method, apparatus, kit or component part thereof, or any other subject matter the snaking, using, selling, offering for sale or import of which would constitute, but for the license granted to CUBIST pursuant to this AGREEMENT, an infringement of any VALID CLAIM or CLAIMS included within PATENT RIGHTS.

Section 1.6                                      INDIVIDUAL LICENSED PRODUCT means any federally approved LICENSED PRODUCT which requires separate governmental safety and efficacy approval before introduction to the market.  For example, if a LICENSED PRODUCT must be subjected to a separate clinical trial so that a separate use for the same formula is demonstrated for safety and efficacy, then it is a distinct INDIVIDUAL PRODUCT.

Section 1.7                                      FIRST LICENSED PRODUCT means the first federally approved INDIVIDUAL LICENSED PRODUCT to be subjected to a governmental safety and efficacy approval process prior to market introduction, and which is sold in any country of the TERRITORY.

Section 1.8                                      NET SALES means the aggregate gross sales of LICENSED PRODUCT sold

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