0001104659-13-058806 Sample Contracts

AGREEMENT AND PLAN OF MERGER among: TRIUS THERAPEUTICS, INC., a Delaware corporation; CUBIST PHARMACEUTICALS, INC., a Delaware corporation; and BRGO CORPORATION, a Delaware corporation

Agreement and Plan of Merger • August 1st, 2013 • Cubist Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  August 1st, 2013
• Company
  Cubist Pharmaceuticals Inc
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of July 30, 2013, by and among: Cubist Pharmaceuticals, Inc., a Delaware corporation (“Parent”); BRGO Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Trius Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

CONTINGENT VALUE RIGHTS AGREEMENT

Contingent Value Rights Agreement • August 1st, 2013 • Cubist Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

• Contract Type
  Contingent Value Rights Agreement
• Filed
  August 1st, 2013
• Company
  Cubist Pharmaceuticals Inc
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [·], 2013 (this “Agreement”), is entered into by and between Cubist Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as Rights Agent.