Exhibit 10.2


 





 


CONFIDENTIAL TREATMENT


 


February 19, 2010


 


Carlo
Vergani


Centro
Direzionale Colleoni


Plaza
Pegaso 3


20041
Agrate Brianza, Milano


Italy


 


Re:          Reimbursement Procedure of Expenses Related to the ACS Dobfar SpA (“ACDS”)
Capacity Expansion Project (the “Project”)


 


Dear
Carlo,


 


This
letter is to describe the revised procedure pursuant to which Cubist
Pharmaceuticals (“Cubist”) will reimburse ACSD for the items for which Cubist
is obligated to reimburse ACSD in connection with the Project that was one of
the subjects of the November 12, 2009 Amendment No. 5 to the September 30,
2001 Manufacturing and Supply Agreement between Cubist and ACSD (the “Agreement”).  Reimbursement for amounts paid by ACSD to
third parties for the five items described as requiring reimbursement by Cubist
in Exhibit G (the ACSD Capacity Expansion Plan) to the Agreement — i.e.,
Items ## 2 (long-lead-time items), 5 (detailed design review), 6 (process
equipment other than long-lead-time items), 7 (process materials), and 9 (buildings
and building modifications) (collectively, the “Reimbursable Items”) — shall
occur according to the following procedure (all equipment will be purchased by
ACDS, none will be leased):


 


·                  For the entire duration of the Project,
including without limitation the duration of qualification, commissioning and
process validation, ACSD will, on the last business day of each calendar month
until final FDA approval of all aspects of the Project, provide a written
financial report to Cubist including the following information and attachments:


·                  the actual amount paid by ACSD to date for all
Reimbursable Items


·                  a description of all Reimbursable Items paid for
by ACSD to date


·                  third party invoice numbers and dates for all
such Reimbursable Items


·                  ACSD purchase order number and total purchase order
amount for each Reimbursable Item to date


·                  for each Reimbursable Item, the ACSD expense
item budget code using the codes previously established by ACSD in the Excel
file “BUDGET CAPACITY EXPANSION DAPTO 26.10.09.xls”


 


65 Hayden Avenue,
Lexington, MA 02421  P 781.860.8660  F 781.861.0566  www.cubist.com


 






*Confidential Treatment Requested.  Omitted portions filed with the Securities
and Exchange Commission (the “Commission”).


 


 

















 


·                  reference to actual ACSD payments, e.g. check
numbers, pay key numbers or wire numbers, including dates ACSD made the
payments for any new Reimbursable Items in the current financial report


·                  amounts previously invoiced by ACSD to Cubist
for all Reimbursable Items to date


·                  current amount payable by Cubist to ACSD, which
is []*% of ACSD’s amounts paid towards Reimbursable Items, less amounts
previously invoiced to Cubist


(For clarification purposes, an example financial
report based is attached to this letter)


 


·                  Along with such financial report, ACSD
shall deliver:


·                  an invoice to Cubist for the current amount
payable by Cubist to ACSD, which is []*% of ACSD’s amounts paid towards
Reimbursable Items, less amounts previously invoiced to Cubist; the invoice
should reference the Cubist issued purchase order number for the Project, which
is No. 30619


·                  copies of third party invoices for any new
Reimbursable Items in the current financial report


·                  proof of payments made by ACSD to third party
vendors for any new Reimbursable Items in the current financial report.  Such proof of payment would be bank tracking
or confirmation on payments processed via wire or copy of the front and back of
cleared checks


 


·                  Within thirty days of Cubist’s receipt of
each financial report and invoice from ACSD, Cubist will reimburse ACSD for the
invoiced amount, which is []*% of the total amount paid by ACSD for
Reimbursable Items


·                  The remaining []*% will be reimbursed in
accordance with paragraph 11 of Exhibit G


 


This
letter is only to modify the reimbursement procedure under Exhibit G and
in no way shall otherwise amend or modify the terms of the Agreement or the
ACSD Capacity Expansion Plan.


 


If
you are in agreement with the reimbursement procedure described in this letter,
please acknowledge such agreement by signing in the space provided below and
return a fully-executed original to my attention with a copy to Josh Leichter,
Associate General Counsel.


 


Please
do not hesitate to contact me should you have any questions or concerns.


 


Respectfully,


 


	
  /s/
  Lindon M. Fellows

  	
   

  
	
   

  	
   

  
	
  Lindon
  M. Fellows

  	
   

  
	
  Senior Vice President,
  Technical Operations

  	
   

  



 


Attachment


 


cc:           Marco Falciani,
ACSD


Heinrich
Schlieker, Cubist


 






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


 


2

















 


Josh
Leichter, Cubist


Robert
Lally, Cubist


 


AGREED
TO on behalf of ACS Dobfar SpA, by:


 


	
  /s/ Marco Falciani

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Marco
  Falciani

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  March 11, 2010

  	
   

  



 






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


 


3

















 


Attachment


Monthly Report from ACSD — Example Data Only


 


	
  Budget

  Item #

  	
   

  	
  3rd
  Party

  Supplier

  	
   

  	
  PO
  #

  	
   

  	
  Date

  	
   

  	
  PO
  Description

  	
   

  	
  PO
  Amt

  	
   

  	
  Amt
  Invoiced to

  ACSD by 3rd

  Parties (To Date)

  	
   

  	
  3rd

  Party

  Invoice #

  	
   

  	
  Date
  3rd

  Party Invoice

  Paid by ACSD

  	
   

  	
  ACSD
  Pay

  Code

  	
   

  	
  Amt
  Paid by ACSD

  to 3rd Parties

  (To Date)

  	
   

  
	
  From
  Budget Capacity Expansion File

  	
   

  	
  []*

  	
   

  	
  094601

  	
   

  	
  20091130

  	
   

  	
  []*

  	
   

  	
  €

  	
  []

  	
  *

  	
  €

  	
  —

  	
   

  	
  Not Invoiced

  	
   

  	
  Not Paid

  	
   

  	
  N/A

  	
   

  	
  €

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  []*

  	
   

  	
  €

  	
  []

  	
  *

  	
  €

  	
  —

  	
   

  	
  Not Invoiced

  	
   

  	
  Not Paid

  	
   

  	
  N/A

  	
   

  	
  €

  	
  —

  	
   

  
	
   

  	
   

  	
  []*

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  €

  	
  []

  	
  *

  	
  €

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  €

  	
  —

  	
   

  
	
  From
  Budget Capacity Expansion File

  	
   

  	
  []*

  	
   

  	
  087860

  	
   

  	
  20090219

  	
   

  	
  []*

  	
   

  	
  €

  	
  []

  	
  *

  	
  €

  	
  []

  	
  *

  	
  555

  	
   

  	
  Not Paid

  	
   

  	
  N/A

  	
   

  	
  €

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
  094736

  	
   

  	
  20091204

  	
   

  	
  []*

  	
   

  	
  €

  	
  []

  	
  *

  	
  €

  	
  []

  	
  *

  	
  555

  	
   

  	
  Not Paid

  	
   

  	
  N/A

  	
   

  	
  €

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  []*

  	
   

  	
  €

  	
  []

  	
  *

  	
  €

  	
  []

  	
  *

  	
  555

  	
   

  	
  Not Paid

  	
   

  	
  N/A

  	
   

  	
  €

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  []*

  	
   

  	
  €

  	
  []

  	
  *

  	
  €

  	
  []

  	
  *

  	
  555

  	
   

  	
  Not Paid

  	
   

  	
  N/A

  	
   

  	
  €

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  []*

  	
   

  	
  €

  	
  []

  	
  *

  	
  €

  	
  []

  	
  *

  	
  555

  	
   

  	
  Not Paid

  	
   

  	
  N/A

  	
   

  	
  €

  	
  —

  	
   

  
	
   

  	
   

  	
  []* Totale

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  €

  	
  []

  	
  *

  	
  €

  	
  []

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
  €

  	
  —

  	
   

  	
  €

  	
  —

  	
   

  
	
  PM-1

  	
   

  	
  []*

  	
   

  	
  095028

  	
   

  	
  12/17/2009

  	
   

  	
  []*

  	
   

  	
  €

  	
  []

  	
  *

  	
  €

  	
  []

  	
  *

  	
  123

  	
   

  	
  12/30/2009

  	
   

  	
  Ck # 1001

  	
   

  	
  €

  	
  []

  	
  *

  
	
  PM-2

  	
   

  	
  []*

  	
   

  	
  095028

  	
   

  	
  12/17/2009

  	
   

  	
  []*

  	
   

  	
  €

  	
  []

  	
  *

  	
  €

  	
  []

  	
  *

  	
  456

  	
   

  	
  12/15/2009

  	
   

  	
  Ck # 1002

  	
   

  	
  €

  	
  []

  	
  *

  
	
   

  	
   

  	
  []* Totale

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  €

  	
  []

  	
  *

  	
  €

  	
  []

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  €

  	
  []

  	
  *

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  []*

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  €

  	
  []

  	
  *

  	
  €

  	
  []

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  €

  	
  []

  	
  *

  
																										



 


	
  Total Invoices Paid by ACSD to 3rd
  Parties

  	
   

  	
   

  	
   

  	
  €

  	
  []

  	
  *

  
	
  Total Amount Reimbursable from Cubist

  	
   

  	
  []

  	
  %

  	
  €

  	
  []

  	
  *

  
	
  Less: Prior Amounts Invoiced to Cubist

  	
   

  	
   

  	
   

  	
  €

  	
  -[]

  	
  *

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current Amount Due to ACSD from
  Cubist

  	
   

  	
   

  	
   

  	
  €

  	
  []

  	
  *

  



 






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