Common use of PURCHASE OF SECURITIES UPON CVR FAILURE EVENT Clause in Contracts

PURCHASE OF SECURITIES UPON CVR FAILURE EVENT. Section 10.1 Notice of Trustee 43 Section 10.2 Notice of Failure Purchase 43 Section 10.3 Effect of Failure Purchase Notice 44 Section 10.4 Deposit of Failure Purchase Price 44 Section 10.5 Failure Purchase by Parent 44 Annex A — Form of Global Security Note: This table of contents shall not, for any purpose, be deemed to be a part of this Agreement. Reconciliation and tie between Trust Indenture Act of 1939 and Contingent Value Rights Agreement, dated as of October 24, 2013. Section 310 (a)(1) 4.9 (a)(2) 4.9 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 4.9 (b) 4.8, 4.10 (c) Not Applicable Section 311 (a) 4.13 (b) 4.13 (c) Not Applicable Section 312 (a) 5.1, 5.2(a) (b) 5.2(b) (c) 5.2(c) Section 313 (a) 5.3(a) (b) 5.3(a) (c) 5.3(a), 8.11 (d) 5.3(b) Section 314 (a) 5.4, 7.11 (b) Not Applicable (c)(1) 1.3(a) (c)(2) 1.3(a) (c)(3) Not Applicable (d) Not Applicable (e) 1.3(b) (f) Not Applicable Section 315 (a) 4.1(a), 4.1(b) (b) 8.11 (c) 4.1(a) (d) 4.1(c) (d)(1) 4.1(a), 4.1(b) (d)(2) 4.1(c)(ii) (d)(3) 4.1(c)(iii) (e) 8.12 Section 316 (a)(last sentence) Not Applicable (a)(1)(A) 8.9 (a)(1)(B) 8.10 (a)(2) Not Applicable (b) 8.7 (c) Not Applicable Section 317 (a)(1) 8.2 (a)(2) 8.2 (b) 7.3 Section 318 (a) 1.8 Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of this Agreement. THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of October 24, 2013 (this “Agreement”), by and between Cubist Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as trustee (the “Trustee”), in favor of each person who from time to time holds one or more Contingent Value Rights (the “Securities” or “CVRs”) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.

PURCHASE OF SECURITIES UPON CVR FAILURE EVENT. Section 10.1 Notice of Trustee 43 Section 10.2 Notice of Failure Purchase 43 Section 10.3 Effect of Failure Purchase Notice 44 Section 10.4 Deposit of Failure Purchase Price 44 Section 10.5 Failure Purchase by Parent 44 Annex A — Form of Global Security Note: This table of contents shall not, for any purpose, be deemed to be a part of this Agreement. Reconciliation and tie between Trust Indenture Act of 1939 and Contingent Value Rights Agreement, dated as of October 24[·], 2013. Section 310 (a)(1) 4.9 (a)(2) 4.9 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 4.9 (b) 4.8, 4.10 (c) Not Applicable Section 311 (a) 4.13 (b) 4.13 (c) Not Applicable Section 312 (a) 5.1, 5.2(a) (b) 5.2(b) (c) 5.2(c) Section 313 (a) 5.3(a) (b) 5.3(a) (c) 5.3(a), 8.11 (d) 5.3(b) Section 314 (a) 5.4, 7.11 (b) Not Applicable (c)(1) 1.3(a) (c)(2) 1.3(a) (c)(3) Not Applicable (d) Not Applicable (e) 1.3(b) (f) Not Applicable Section 315 (a) 4.1(a), 4.1(b) (b) 8.11 (c) 4.1(a) (d) 4.1(c) (d)(1) 4.1(a), 4.1(b) (d)(2) 4.1(c)(ii) (d)(3) 4.1(c)(iii) (e) 8.12 Section 316 (a)(last sentence) Not Applicable (a)(1)(A) 8.9 (a)(1)(B) 8.10 (a)(2) Not Applicable (b) 8.7 (c) Not Applicable Section 317 (a)(1) 8.2 (a)(2) 8.2 (b) 7.3 Section 318 (a) 1.8 Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of this Agreement. THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of October 24[·], 2013 (this “Agreement”), by and between Cubist Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and American Stock Transfer & Trust Company, LLC[·], a New York limited liability trust company[·], as trustee (the “Trustee”), in favor of each person who from time to time holds one or more Contingent Value Rights (the “Securities” or “CVRs”) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.