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FORM OF SERIES C CONVERTIBLE PREFERRED STOCK

This is an actual contract by Cubist Pharmaceuticals.

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Sectors: Biotechnology / Pharmaceuticals
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: January 01, 1995
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NEITHER THIS OPTION NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE OF THIS OPTION HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). THIS OPTION HAS BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS OPTION NOR THE SHARES OF STOCK ISSUABLE UPON ITS EXERCISE CAN BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL THE REGISTRATION PROVISIONS OF THE ACT HAVE BEEN COMPLIED WITH OR UNLESS AND UNTIL THE COMPANY HAS RECEIVED AN ACCEPTABLE OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. ANY OF SUCH SHARES ISSUED UPON EXERCISE OF THIS OPTION WILL BE SUBJECT TO THE TRANSFER RESTRICTIONS AND OTHER PROVISIONS CONTAINED IN THE FORM OF STOCK RESTRICTION AGREEMENT ATTACHED HERETO AS EXHIBIT A.

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CUBIST PHARMACEUTICALS, INC.



Option to Purchase 120,000 Shares of

Series C Convertible Preferred Stock





1. Cubist Pharmaceuticals, Inc., a Delaware corporation (the "Company"), hereby grants to Julius Rebek, Jr., an individual with a business address at Massachusetts Institute of Technology, Department of Chemistry, 77 Massachusetts Avenue, Room 18-207, Cambridge, Massachusetts 02139 (the "Optionee"), an option (the "Option") to purchase from the Company, subject to and upon the terms, provisions and conditions set forth herein, One Hundred Twenty Thousand (120,000) shares (the "Optioned Shares") of the Series C Convertible Preferred Stock, $.001 par value per share (the "Stock"), of the Company, at a purchase price per share equal to $0.60 (the "Purchase Price Per Share"), for an aggregate purchase price for all Optioned Shares equal to Seventy Two Thousand Dollars ($72,000.00).



2. The Optionee may from time to time, on one or more occasions, exercise this Option, in whole or in part, any time before it expires by giving written notice to the Company specifying the number of Optioned Shares with respect to which the Option is then being exercised. The notice shall be accompanied by payment in the form of cash, or certified or bank check payable to the order of the Company, in an amount equal to the aggregate purchase price payable for the number of Optioned Shares specified in the Optionee's written notice. In addition, the Optionee shall execute and deliver to the Company, together with the Optionee's written notice of exercise, his executed counterpart of the form of Stock Restriction Agreement attached hereto as Exhibit A (the "Stock

------- - Restriction Agreement"). Receipt by the Company of such notice, payment and executed counterpart shall constitute the exercise of this Option. Within 30 days thereafter, the Company shall deliver or cause to be delivered to the Optionee or his agent a



certificate or certificates for the number of Optioned Shares then being purchased.



3. This Option shall expire on the earlier of (i) May 15, 2005 or (ii) the effective date of the Company's initial public offering.



4. The number and kind of Optioned Shares to be delivered upon exercise of this Option, and the Purchase Price Per Share, will be subject to adjustment from time to time as follows:



(a) If the Company at any time subdivides the outstanding shares of

Stock, or issues a stock dividend on its outstanding shares of Stock, the

Purchase Price Per Share in effect immediately prior to such subdivision or

the issuance of such stock dividend shall be proportionately decreased, and

the number of Optioned Shares shall be proportionately increased, and if

the Company at any time combines the outstanding shares of Stock, the

Purchase Price Per Share in effect immediately prior to such combination

shall be proportionately increased, and the number of Optioned Shares shall

be proportionately decreased, effective at the close of business on the

date of such subdivision, stock dividend or combination, as the case may



(b) In case of any capital reorganization or any reclassification of

the capital stock of the Company or in case of the consolidation or merger

of the Company with or into another corporation or the conveyance of all or

substantially all of the assets of the Company to another corporation, this

Option shall thereafter be exercisable for the number of shares of Stock or

other securities or property to which the Optionee would have been entitled

to upon such conversion, reorganization, reclassification, consolidation,

merger or conveyance if immediately prior thereto the Optionee had

exercised this Option and purchased all of the Optioned Shares for which

this Option was then exercisable.



(c) Upon any mandatory conversion of the Stock into Common Stock of

the Company, this Option shall cease to be exercisable for the Optioned

Shares and shall become exercisable for that number of shares of Common

Stock of the Company into which the number of Optioned Shares then

purchasable hereunder would have been convertible immediately prior to such

mandatory conversion. The Purchase Price Per Share for each such share of

Common Stock purchasable pursuant to this Option shall be equal to the

Adjustment Price (as defined in Section 4(e)(iii) of the Company's

Certificate of Designation, Preference and Rights of Series C Convertible

Preferred Stock, as amended from time to time) in effect immediately prior

to such mandatory conversion.



(d) Each adjustment in the number and kind of Optioned Shares

purchasable hereunder from time to time shall be calculated to the nearest

whole share with fractional shares disregarded.



5. Before this Option is exercised, the Optionee, in his capacity as such, will not be entitled to any rights of a stockholder of the Company, including, without limitation, the right to vote, to receive dividends or other distributions, and will not be entitled to receive any notice of any proceedings of the Company.



6. This Option may not be divided and is not assignable or transferable, except by will or by the laws of descent and distribution.



7. Until this Option expires, the Company will reserve and keep available enough shares of Stock to satisfy the requirements of this Option. The Company will not be obligated to sell any shares of Stock or other securities upon exercise of this Option if, at the time, the Company believes such sale would likely violate any applicable laws or governmental rules or regulations.



8. The Optionee hereby represents and warrants to, and agrees with, the Company that all of the representations, warranties and acknowledgments set forth in Section 3 of the Stock Restriction Agreement shall be true and correct as of the date hereof to the same extent as if the Optionee were executing and delivering the Stock Restriction Agreement on the date hereof.



9. This Option and any of its terms may be changed, waived, or terminated only by a written instrument signed by the party against which enforcement of that change, waiver, or termination is sought.



10. Each of the Company and the Optionee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Option.



11. This Option is governed by and is to be construed and enforced in accordance with the laws of the Commonwealth of Massachusetts.



Dated: May 15, 1995



CUBIST PHARMACEUTICALS, INC.





By:/s/ Scott M. Rocklage

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Scott M. Ro
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