THE LEASE ATTACHED HERETO AS EXHIBIT A IS A TRUE AND
CORRECT COPY OF THE LEASE, AND THERE HAVE BEEN NO MODIFICATIONS OR AMENDMENTS TO
THE LEASE.
5.
IN CONNECTION WITH THE ASSIGNMENT OF THE LEASE FROM ASSIGNOR TO
ASSIGNEE, THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY:
(A)
NOTWITHSTANDING THIS ASSIGNMENT, ASSIGNOR SHALL HAVE THE RIGHT TO
OCCUPY APPROXIMATELY 4,000 SQUARE FEET OF OFFICE SPACE (THE "SUBLEASED OFFICE
SPACE") IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THAT CERTAIN SUBLEASE OF
EVEN DATE HEREWITH BETWEEN ASSIGNEE, AS SUBLANDLORD, AND ASSIGNOR AS SUBTENANT
(THE "SUBLEASE").
(B)
ON OR BEFORE JUNE 1, 2008, ASSIGNOR SHALL DELIVER POSSESSION OF
THE PREMISES TO ASSIGNEE WITH ALL OF ASSIGNOR'S PERSONAL PROPERTY IN PLACE.
ASSIGNOR, IN ITS CAPACITY AS SUBTENANT, SHALL BE RESPONSIBLE FOR REMOVING ITS
ITEMS OF PERSONAL PROPERTY LOCATED WITHIN THE SUBLEASED OFFICE SPACE AND THE
LARGER PREMISES AT ASSIGNEE'S REQUEST IN ACCORDANCE WITH THE SUBLEASE.
(C)
ASSIGNOR SHALL PAY FOR ALL UTILITIES AND OTHER SERVICES USED AT
THE PREMISES PRIOR TO THE EFFECTIVE DATE HEREOF.
EXCEPT AS OTHERWISE SET FORTH
IN THE SUBLEASE, ALL UTILITIES AND OTHER SERVICES FROM AND AFTER THE EFFECTIVE
DATE HEREOF SHALL BE AT THE SOLE COSTS AND EXPENSE OF ASSIGNEE.
(D)
THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE SECURITY DEPOSIT
HELD BY THE LANDLORD UNDER THE LEASE SHALL BE RETURNED BY LANDLORD TO ASSIGNOR
IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN CONSENT TO ASSIGNMENT OF LEASE
DATED AS OF EVEN DATE HEREWITH (THE "CONSENT").
ASSIGNEE FURTHER ACKNOWLEDGES
AND AGREES THAT ASSIGNEE, IN ACCORDANCE WITH THE TERMS OF THE CONSENT, SHALL BE
SOLELY RESPONSIBLE FOR PROVIDING LANDLORD WITH A SUBSTITUTE SECURITY DEPOSIT OR
ANY OTHER COLLATERAL OR SECURITY THAT MAY BE REQUIRED BY LANDLORD UNDER THE
LEASE.
(E)
FOR PURPOSES OF SECTION 1.22 AND SECTION 41 OF THE LEASE, THE
ASSIGNEE'S ADDRESS SHALL BE AS FOLLOWS:
Cubist Pharmaceuticals, Inc.
65 Hayden Avenue
Lexington, MA 02421
Attn:
Chief Financial Officer
6.
ALL TIMES SET FORTH HEREIN SHALL BE OF THE ESSENCE.
7.
ASSIGNOR AND ASSIGNEE EACH REPRESENT AND WARRANT ONE TO THE OTHER
THAT NEITHER OF THEM HAS EMPLOYED ANY BROKER IN CONNECTION WITH THE NEGOTIATIONS
OF THE TERMS OF THIS
2
ASSIGNMENT OR THE EXECUTION HEREOF.
ASSIGNOR AND ASSIGNEE HEREBY AGREE TO
INDEMNIFY AND TO HOLD EACH OTHER HARMLESS AGAINST ANY LOSS, EXPENSE OR LIABILITY
WITH RESPECT TO ANY CLAIMS FOR COMMISSIONS OR BROKERAGE FEES ARISING FROM OR OUT
OF ANY BREACH OF THE FOREGOING REPRESENTATION AND WARRANTY.
8.
THIS AGREEMENT SHALL BE BINDING UPON AND SHALL INURE TO THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
9.
ASSIGNOR AND ASSIGNEE EACH REPRESENT AND WARRANT TO THE OTHER
THAT THEY HAVE ALL REQUISITE AUTHORITY TO ENTER INTO THIS ASSIGNMENT AND TO BE
BOUND BY ALL TERMS AND PROVISIONS SET FORTH HEREIN.
THIS ASSIGNMENT IS MADE
PURSUANT TO, AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE COMMONWEALTH OF MASSACHUSETTS.
10.
THE EFFECTIVE DATE OF THIS AGREEMENT SHALL