EXHIBIT 10.27


 


AMENDMENT # 2 to the


LICENSE AGREEMENT


 


THIS AMENDMENT #2, is made and effective retroactively to the 1st day of January 2007 (“Amendment #2
Effective Date”), by and between Cubist Pharmaceuticals, Inc.
a Delaware corporation having its principal place of business at 65 Hayden
Avenue, Lexington, Massachusetts  02421,
USA (“Cubist”) and Chiron Healthcare Ireland
Ltd. A company organized under the laws of Ireland with offices at
United Drug House, Belgard Road, Tallaght, Dublin, Ireland (“Chiron”).


 


WHEREAS, Chiron and Cubist entered into a License Agreement  effective as of October 3, 2003 with
respect to Cubicin® (daptomycin), and as
amended by an April 1, 2004 Amendment #1 (the “Agreement”); and


 


WHEREAS, pursuant to the License Agreement, Cubist granted to Chiron,
by itself or through its affiliates, the exclusive right (even to Cubist) to, inter alia, Commercialize the Licensed Products in the
Territory, as listed in Exhibit D of the Agreement; and


 


WHEREAS, the parties hereto now mutually desire to amend, modify and
restate certain terms and conditions of the Agreement to, inter alia,
add Romania to the territory.


 


NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:


 


1.                                      DEFINITIONS


 


The definitions set forth in the Agreement are hereby incorporated and
utilized for the purposes of this Amendment #2.


 


2.                                      TERRITORY


 


The Parties agree that Romania will be added to the Territory.  Exhibit D of the Agreement is hereby
deleted and replaced by the new Exhibit D, attached hereto.


 


3.                                      ENTIRE
AGREEMENT


 


The parties hereby agree that apart from the Exhibit of the
Agreement specifically amended hereunder, all terms and conditions of the
Agreement remain and shall remain in full force and effect.


 


The parties agree that this Amendment #2 is intended to form part of
the arrangements contained in the Agreement. 
The Agreement, as modified by this Amendment #2, constitutes the entire
agreement between the parties in relation to the matters contained in this
Amendment #2 and the Agreement and supersede all prior and/or contemporary 


 

















 


agreements and understanding that may exist between the parties,
whether written, oral or otherwise.


 


IN WITNESS WHEREOF, the parties hereto have caused this Amendment #2 to
be executed by their duly authorized representatives in duplicate originals as
of the Amendment #2 Effective Date.


 


 




	
  Cubist Pharmaceuticals, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Thomas J. Slater

  	
   

  	
   

  
	
  Name: Thomas J. Slater

  	
   

  	
   

  
	
  Title: VP Commercial Development

  	
   

  	
   

  
	
  Date: May 1, 2007

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Chiron Healthcare Ireland Ltd.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Liouba Laederich

  	
   

  	
   

  
	
  Name: Liouba Laederich

  	
   

  	
   

  
	
  Title: Legal Counsel

  	
   

  	
   

  
	
  Date: 25 April 2007

  	
   

  	
   

  






 


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