Tender Offer Statement by Third Party (sc To-t)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(RULE 14D-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

CUBIST PHARMACEUTICALS, INC.

(Name of Subject Company)

MAVEC CORPORATION

(Offeror)

MERCK & CO., INC.

(Parent of Offeror)

(Names of Filing Persons)

COMMON STOCK, $0.001 PAR VALUE

(Title of Class of Securities)

229678107

(CUSIP Number of Class of Securities)

Geralyn S. Ritter

Senior Vice President, Global Public Policy and Corporate Responsibility,

Secretary and Assistant General Counsel

Merck & Co., Inc.

2000 Galloping Hill Road

Kenilworth, NJ 07033

(908) 740-4000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

James Modlin

David Schwartz

Hughes Hubbard & Reed LLP

One Battery Park Plaza

New York, NY 10004

(212) 837-6000

CALCULATION OF FILING FEE


Transaction Valuation*		Amount of Filing Fee**
$8,363,218,788		$971,806.02

Calculated solely for purposes of determining the filing fee. The calculation of the transaction value is determined by adding the sum of (i) 76,421,535 shares of common stock, par value $0.001 per share, of Cubist Pharmaceuticals, Inc. (“Cubist”) multiplied by the offer price of $102.00 per share, (ii) the net offer price for 6,557,184 shares issuable pursuant to outstanding options with an exercise price less than $102.00 per share (which is calculated by multiplying the number of shares underlying such outstanding options by an amount equal to $102.00 minus such applicable exercise price), (iii) 1,103,155 shares subject to issuance upon settlement of outstanding restricted stock units multiplied by the offer price of $102.00, and an additional 59,608 shares estimated to be subject to issuance upon settlement of restricted stock units to be awarded multiplied by the offer price of $102.00, (iv) 202,298 shares subject to issuance upon settlement of outstanding performance restricted stock units multiplied by the offer price of $102.00, and (v) 45,645 shares estimated to be subject to issuance pursuant to Cubist’s Employee Stock Purchase Plan multiplied by the offer price of $102.00. The calculation of the filing fee is based on information provided by Cubist as of December 4, 2014.

**	The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2015, issued August 29, 2014, by multiplying the transaction valuation by 0.0001162.

¨	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid: N/A		Filing Party: N/A
Form or Registration No.: N/A		Date Filed: N/A

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

third-party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.

going-private transaction subject to Rule 13e-3.

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the tender offer by Mavec Corporation, a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Merck & Co., Inc., a New Jersey corporation (“Parent”), for all of the outstanding shares of common stock, par value $0.001 per share (“Shares”), of Cubist Pharmaceuticals, Inc., a Delaware corporation (“Cubist”), at a price of $102.00 per share, net to the seller in cash, without interest, but subject to any required withholding of taxes, upon the terms and conditions set forth in the offer to purchase dated December 19, 2014 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”

All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

Item 1.

Summary Term Sheet.

Regulation M-A Item 1001

The information set forth in the Offer to Purchase under the caption SUMMARY TERM SHEET is incorporated herein by reference.

Item 2.

Subject Company Information.

Regulation M-A Item 1002

(a) Name and Address. The name, address, and telephone number of the subject company’s principal executive offices are as follows:

Cubist Pharmaceuticals, Inc.

65 Hayden Avenue

Lexington, Massachusetts 02421

(781) 860-8660

(b)-(c) Securities; Trading Market and Price. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

INTRODUCTION

THE TENDER OFFER — Section 6 (“Price Range of Shares; Dividends”)

Item 3.

Identity and Background of Filing Person.

Regulation M-A Item 1003

(a)-(c) Name and Address; Business and Background of Entities; and Business and Background of Natural Persons. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 8 (“Certain Information Concerning Parent and Purchaser”)

SCHEDULE I — Information Relating to Parent and Purchaser

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Item 4.

Terms of the Transaction.

Regulation M-A Item 1004

(a) Material Terms. The information set forth in the Offer to Purchase is incorporated herein by reference.

Item 5.

Past Contacts, Transactions, Negotiations and Agreements.

Regulation M-A Item 1005

(a) Transactions. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Cubist”)

(b) Significant Corporate Events. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Cubist”)

THE TENDER OFFER — Section 11 (“The Merger Agreement”)

THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Cubist”)

Item 6.

Purposes of the Transaction and Plans or Proposals.

Regulation M-A Item 1006

(a) Purposes. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Cubist”)

(c) (1)-(7) Plans. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 9 (“Source and Amount of Funds”)

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Cubist”)

THE TENDER OFFER — Section 11 (“The Merger Agreement”)

THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Cubist”)

THE TENDER OFFER — Section 13 (“Certain Effects of the Offer”)

THE TENDER OFFER — Section 14 (“Dividends and Distributions”)

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Item 7.

Source and Amount of Funds or Other Consideration.

Regulation M-A Item 1007

(a) Source of Funds. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 9 (“Source and Amount of Funds”)

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Cubist”)

(b) Conditions. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 9 (“Source and Amount of Funds”)

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Cubist”)

THE TENDER OFFER — Section 11 (“The Merger Agreement”)

THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Cubist”)

THE TENDER OFFER — Section 15 (“Conditions of the Offer”)

(d) Borrowed Funds. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 9 (“Source and Amount of Funds”)

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Cubist”)

THE TENDER OFFER — Section 11 (“The Merger Agreement”)

THE TENDER OFFER — Section 15 (“Conditions of the Offer”)

Item 8.

Interest in Securities of the Subject Company.

Regulation M-A Item 1008

(a) Securities Ownership. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

THE TENDER OFFER — Section 8 (“Certain Information Concerning Parent and Purchaser”)

THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Cubist”)

SCHEDULE I — Information Relating to Parent and Purchaser

(b) Securities Transactions. None.

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Item 9.

Persons/Assets Retained, Employed, Compensated or Used.

Regulation M-A Item 1009

(a) Solicitations or Recommendations. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 3 (“Procedures for Accepting the Offer and Tendering Shares”)

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Cubist”)

THE TENDER OFFER — Section 18 (“Fees and Expenses”)

Item 10.

Financial Statements.

Regulation M-A Item 1010

(a) Financial Information. Not Applicable.

(b) Pro Forma Information. Not Applicable.

Item 11.

Additional Information.

Regulation M-A Item 1011

(a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Cubist”)

THE TENDER OFFER — Section 11 (“The Merger Agreement”)

THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Cubist”)

THE TENDER OFFER — Section 13 (“Certain Effects of the Offer”)

THE TENDER OFFER — Section 16 (“Certain Legal Matters; Regulatory Approvals”)

(c) Other Material Information. The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference.

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Item 12.

Exhibits.

Regulation M-A Item 1016


Exhibit No.		Description

(a)(1)(A)		Offer to Purchase, dated December 19, 2014.

(a)(1)(B)		Letter of Transmittal.

(a)(1)(C)		Notice of Guaranteed Delivery.

(a)(1)(D)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(E)		Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(F)		Summary Advertisement as published in The New York Times on December 19, 2014.

(a)(1)(G)		Press Release dated December 8, 2014 (incorporated by reference to Exhibit 99.A to the Schedule TO-C filed by Merck & Co., Inc. with the Securities and Exchange Commission on December 8, 2014).

(a)(1)(H)		Presentation of Merck & Co., Inc. (incorporated by reference to Exhibit 99.A to the Schedule TO-C filed by Merck & Co., Inc. with the Securities and Exchange Commission on December 8, 2014).

(a)(1)(I)		Press Release dated December 9, 2014 (incorporated by reference to Exhibit 99.A to the Schedule TO-C filed by Merck & Co., Inc. with the Securities and Exchange Commission on December 9, 2014).

(a)(1)(J)		Updated Presentation of Merck & Co., Inc. (incorporated by reference to Exhibit 99.A to the Schedule TO-C filed by Merck & Co., Inc. with the Securities and Exchange Commission on December 10, 2014).

(a)(1)(K)		Press Release dated December 19, 2014.

(a)(1)(L)		Notice to Participants in the Cubist Pharmaceuticals, Inc. 401(K) Plan, dated December 19, 2014.

(a)(1)(M)		Notice to Participants of Cubist Pharmaceuticals, Inc. 2014 Employee Stock Purchase Plan, dated December 19, 2014.

(b)(1)		Commitment Letter, dated as of December 8, 2014 from JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Deutsche Bank AG Cayman Island to Merck & Co. Inc.

(d)(1)		Agreement and Plan of Merger, dated as of December 8, 2014, by and among Merck & Co., Inc., Mavec Corporation and Cubist Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Cubist Pharmaceuticals, Inc. with the Securities and Exchange Commission on December 8, 2014).

(g)		None.

(h)		None.

Item 13.

Information Required by Schedule 13E-3.

Not applicable.

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SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 19, 2014


MAVEC CORPORATION

By:		/s/ Sunil A. Patel
Name:		Sunil A. Patel
Title:		Vice President


MERCK & CO., INC.

By:		/s/ Robert M. Davis
Name:		Robert M. Davis
Title:		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX


Exhibit No.		Description

(a)(1)(A)		Offer to Purchase, dated December 19, 2014.

(a)(1)(B)		Letter of Transmittal.

(a)(1)(C)		Notice of Guaranteed Delivery.

(a)(1)(D)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(E)		Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(F)		Summary Advertisement as published in The New York Times on December 19, 2014.

(a)(1)(G)		Press Release dated December 8, 2014 (incorporated by reference to Exhibit 99.A to the Schedule TO-C filed by Merck & Co., Inc. with the Securities and Exchange Commission on December 8, 2014).

(a)(1)(H)		Presentation of Merck & Co., Inc. (incorporated by reference to Exhibit 99.A to the Schedule TO-C filed by Merck & Co., Inc. with the Securities and Exchange Commission on December 8, 2014).

(a)(1)(I)		Press Release dated December 9, 2014 (incorporated by reference to Exhibit 99.A to the Schedule TO-C filed by Merck & Co., Inc. with the Securities and Exchange Commission on December 9, 2014).

(a)(1)(J)		Updated Presentation of Merck & Co., Inc. (incorporated by reference to Exhibit 99.A to the Schedule TO-C filed by Merck & Co., Inc. with the Securities and Exchange Commission on December 10, 2014).

(a)(1)(K)		Press Release dated December 19, 2014.

(a)(1)(L)		Notice to Participants in the Cubist Pharmaceuticals, Inc. 401(K) Plan, dated December 19, 2014.

(a)(1)(M)		Notice to Participants of Cubist Pharmaceuticals, Inc. 2014 Employee Stock Purchase Plan, dated December 19, 2014.

(b)(1)		Commitment Letter, dated as of December 8, 2014 from JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Deutsche Bank AG Cayman Island to Merck & Co. Inc.

(d)(1)		Agreement and Plan of Merger, dated as of December 8, 2014, by and among Merck & Co., Inc., Mavec Corporation and Cubist Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Cubist Pharmaceuticals, Inc. with the Securities and Exchange Commission on December 8, 2014).

(g)		None.

(h)		None.

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Exhibit (a)(1)(A)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

Cubist Pharmaceuticals, Inc.

$102.00 Net Per Share

Mavec Corporation

a wholly-owned subsidiary of

Merck & Co., Inc.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT

THE END OF THE DAY, IMMEDIATELY AFTER 11:59 p.m. EASTERN TIME

ON TUESDAY, JANUARY 20, 2015,

UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

Mavec Corporation, a Delaware corporation (which we refer to as “Purchaser”) and a wholly-owned subsidiary of Merck & Co., Inc., a New Jersey corporation (which we refer to as “Parent”), is offering to purchase for cash any (subject to the Minimum Tender Condition, as described below) and all of the issued and outstanding shares of common stock, par value $0.001 per share (which we refer to as the “Shares”), of Cubist Pharmaceuticals, Inc., a Delaware corporation (which we refer to as “Cubist”), at a price of $102.00 per Share (which we refer to as the “Offer Price”) in cash, net to the seller in cash, without interest, but subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase (which we refer to as this “Offer to Purchase”) and in the related Letter of Transmittal (which we refer to as the “Letter of Transmittal” which, together with this Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, constitutes and we refer to as the “Offer”).

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of December 8, 2014 (which, as it may be amended from time to time, we refer to as the “Merger Agreement”), by and among Parent, Purchaser and Cubist. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Cubist (which we refer to as the “Merger”) as soon as practicable without a vote of the stockholders of Cubist in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with Cubist continuing as the surviving corporation (which we refer to as the “Surviving Corporation”) in the Merger and thereby becoming a wholly-owned subsidiary of Parent. In the Merger, each Share outstanding immediately prior to the effective time of the Merger (other than Shares held (i) in the treasury of Cubist or by Parent, Purchaser or any of Parent’s other subsidiaries, which Shares will be canceled and will cease to exist or (ii) by stockholders who validly exercise appraisal rights under Delaware law with respect to such Shares) will be automatically canceled and converted into the right to receive $102.00 per Share or any greater per Share price paid in the Offer in cash, without interest, but subject to any required withholding of taxes. As a result of the Merger, Cubist will cease to be a publicly traded company and will become wholly-owned by Parent. Under no circumstances will interest be paid on the purchase price for Shares, regardless of any extension of the Offer or any delay in making payment for Shares.

open in accordance with the Merger Agreement, in which event “Expiration Date” shall mean the latest time and date at which the Offer, as so extended by Purchaser, shall expire), together with any Shares then owned beneficially by Parent and Purchaser, and their respective wholly-owned subsidiaries, represents at least one Share more than one-half of all Shares then-outstanding as of the Expiration Date. The Regulatory Condition requires that (i) the waiting period (and any extension thereof) applicable to the consummation of the Offer and the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (which we refer to as the “HSR Act”), shall have expired or been terminated, (ii) the transactions contemplated by the Merger Agreement shall have been cleared under the Austrian Cartel Act (Kartellgesetz 2005), and (iii) confirmation from the French Ministry of Economy that Articles L.151-3 and R.153-1 and seq (as modified by Decree n°2014-479 of May 14, 2014) of the French Monetary and Financial Code do not apply to the transactions contemplated by the Merger Agreement or, in the alternative, requisite authorization without condition of the French Ministry of Economy of the transactions contemplated by the Merger Agreement. Under the HSR Act, each of Parent and Cubist will file a Premerger Notification and Report Form with the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice in connection with the purchase of Shares in the Offer. The Governmental Entity Condition requires that there is no law, decree, judgment, order or injunction, promulgated, enacted, entered, enforced, issued or amended by any governmental entity of competent jurisdiction that restrains, enjoins or otherwise prohibits the making or consummation of the Offer or the Merger. The Offer is also subject to other conditions as described in this Offer to Purchase. See Section 15 — “Conditions of the Offer.”

The board of directors of Cubist (at a meeting duly called and held) has unanimously (i) determined that the Merger Agreement and such transactions are fair to and in the best interests of Cubist and its stockholders, (ii) approved, declared advisable, and adopted the Merger Agreement, and (iii) subject to the terms of the Merger Agreement, resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer.

A summary of the principal terms of the Offer appears under the heading “Summary Term Sheet.” You should read this entire Offer to Purchase carefully before deciding whether to tender your Shares pursuant to the Offer.

December 19, 2014

IMPORTANT

If you desire to tender all or any portion of your Shares to Purchaser pursuant to the Offer, you should either (a) complete and sign the Letter of Transmittal for the Offer, which is enclosed with this Offer to Purchase, in accordance with the instructions contained in the Letter of Transmittal, with any required signature guarantees if the Letter of Transmittal so requires, and mail or deliver the Letter of Transmittal and any other required documents to Computershare Trust Company, N.A., in its capacity as depositary and paying agent for the Offer (which we refer to as the “Depositary”), and either deliver the certificates for your Shares to the Depositary along with the Letter of Transmittal or tender your Shares by book-entry transfer by following the procedures described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” in each case prior to the Expiration Date, or (b) request that your broker, dealer, commercial bank, trust company or other nominee effect the transaction for you. If you hold Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact that institution in order to tender your Shares to Purchaser pursuant to the Offer. If you are a record holder but your stock certificate is not available or you cannot deliver it to the Depositary before the Offer expires, you may be able to tender your Shares using the enclosed Notice of Guaranteed Delivery (See Section 3 — “Procedures for Accepting the Offer and Tendering Shares” for further details).

* * * * *

Questions and requests for assistance should be directed to the Information Agent (as described herein) or the Dealer Manager (as described herein) at their respective addresses and telephone numbers set forth below and on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the related Letter of Transmittal, the Notice of Guaranteed Delivery and other materials related to the Offer may also be obtained for free from the Information Agent or the Dealer Manager. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal, the Notice of Guaranteed Delivery and any other material related to the Offer may be obtained at the website maintained by the Securities and Exchange Commission (which we refer to as the “SEC”) at www.sec.gov. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance.

This Offer to Purchase and the related Letter of Transmittal contain important information and you should read both carefully and in their entirety before making a decision with respect to the Offer.

The Offer has not been approved or disapproved by the SEC or any state securities commission, nor has the SEC or any state securities commission passed upon the fairness or merits of or upon the accuracy or adequacy of the information contained in this Offer to Purchase. Any representation to the contrary is unlawful.

The Information Agent for the Offer is:

LOGO

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

Call Toll-Free (800) 322-2885

Email: tenderoffer@mackenziepartners.com

The Dealer Manager for the Offer is:

LOGO

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

(877) 371-5947

TABLE OF CONTENTS


		Page
SUMMARY TERM SHEET			1
INTRODUCTION			9
THE TENDER OFFER			12
1.	Terms of the Offer.		12
2.	Acceptance for Payment and Payment for Shares.		13
3.	Procedures for Accepting the Offer and Tendering Shares.		14
4.	Withdrawal Rights.		17
5.	Certain United States Federal Income Tax Consequences.		17
6.	Price Range of Shares; Dividends		19
7.	Certain Information Concerning Cubist.		20
8.	Certain Information Concerning Parent and Purchaser.		21
9.	Source and Amount of Funds.		22
10.	Background of the Offer; Past Contacts or Negotiations with Cubist.		24
11.	The Merger Agreement.		29
12.	Purpose of the Offer; Plans for Cubist.		44
13.	Certain Effects of the Offer.		46
14.	Dividends and Distributions.		47
15.	Conditions of the Offer.		47
16.	Certain Legal Matters; Regulatory Approvals.		48
17.	Appraisal Rights.		51
18.	Fees and Expenses.		52
19.	Miscellaneous.		53
SCHEDULE I — INFORMATION RELATING TO PARENT AND PURCHASER			54

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SUMMARY TERM SHEET

The information contained in this summary term sheet is a summary only and is not meant to be a substitute for the more detailed description and information contained in the Offer to Purchase, the Letter of Transmittal and other related materials. You are urged to read carefully the Offer to Purchase, the Letter of Transmittal and other related materials in their entirety. Parent and Purchaser have included cross-references in this summary term sheet to other sections of the Offer to Purchase where you will find more complete descriptions of the topics mentioned below. The information concerning Cubist contained herein and elsewhere in the Offer to Purchase has been provided to Parent and Purchaser by Cubist or has been taken from or is based upon publicly available documents or records of Cubist on file with the United States Securities and Exchange Commission (which we refer to as the “SEC”) or other public sources at the time of the Offer. Parent and Purchaser have not independently verified the accuracy and completeness of such information.


Securities Sought		Any (subject to the Minimum Tender Condition, as defined below) and all issued and outstanding shares of common stock, par value $0.001 per share, of Cubist. Unless the context otherwise requires, in this Offer to Purchase we use the term “Shares” to refer to shares of Cubist common stock.

Price Offered Per Share		$102.00 net to the seller in cash, without interest, but subject to any required withholding of taxes (which we refer to as the “Offer Price”).

Scheduled Expiration of Offer		At the end of the day, immediately after 11:59 p.m., Eastern Time, on Tuesday, January 20, 2015, unless the Offer is extended or terminated. See Section 1 — “Terms of the Offer.”

Purchaser		Mavec Corporation, a Delaware corporation and a wholly-owned subsidiary of Merck & Co., Inc., a New Jersey corporation.

Who is offering to purchase my shares?

Mavec Corporation, or “Purchaser,” a wholly-owned subsidiary of Merck & Co., Inc., or “Parent,” is offering to purchase for cash any (subject to the Minimum Tender Condition) and all of the issued and outstanding Shares. Purchaser is a Delaware corporation that was formed for the sole purpose of making the Offer and completing the process by which Purchaser will be merged with and into Cubist. See the “Introduction” and Section 8 — “Certain Information Concerning Parent and Purchaser.”

Unless the context indicates otherwise, in this Offer to Purchase, we use the terms “us,” “we” and “our” to refer to Purchaser and, where appropriate, Parent. We use the term “Parent” to refer to Merck & Co., Inc. alone, the term “Purchaser” to refer to Mavec Corporation alone and the terms “Cubist” and the “Company” to refer to Cubist Pharmaceuticals, Inc. alone.

What are the classes and amounts of securities sought in the Offer?

We are offering to purchase any (subject to the Minimum Tender Condition) and all of the issued and outstanding Shares on the terms and subject to the conditions set forth in this Offer to Purchase. Unless the context otherwise requires, in this Offer to Purchase we use the term “Offer” to refer to this offer.

See the “Introduction” to this Offer to Purchase and Section 1 — “Terms of the Offer.”

Why are you making the Offer?

We are making the Offer because we want to acquire the entire equity interest in Cubist. If the Offer is consummated, pursuant to the Merger Agreement, Parent intends immediately thereafter to cause Purchaser to consummate the Merger (as described below). Upon consummation of the Merger (as described below), Cubist would cease to be a publicly traded company and would be a wholly-owned subsidiary of Parent.

How much are you offering to pay and what is the form of payment? Will I have to pay any fees or commissions?

We are offering to pay $102.00 per Share, net to the seller in cash, without interest, but subject to any required withholding of taxes. If you are the record owner of your Shares and you tender your Shares to us in the Offer, you will not have to pay brokerage fees, commissions or similar expenses. If you own your Shares through a broker or other nominee and your broker or other nominee tenders your Shares on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply.

See the “Introduction,” Section 1 — “Terms of the Offer” and Section 2 — “Acceptance for Payment and Payment for Shares.”

Is there an agreement governing the Offer?

Yes. Parent, Purchaser and Cubist have entered into an Agreement and Plan of Merger, dated as of December 8, 2014 (which, as it may be amended from time to time, we refer to as the “Merger Agreement”). The Merger Agreement provides, among other things, for the terms and conditions of the Offer and the subsequent merger of Purchaser with and into Cubist (which we refer to as the “Merger”). If the conditions to the Offer (including the Minimum Tender Condition) are satisfied and we consummate the Offer, we intend to effect the Merger without any vote or other action by the stockholders of Cubist pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”).

See Section 11 — “The Merger Agreement” and Section 15 — “Conditions of the Offer.”

Will you have the financial resources to make payment?

Yes. Consummation of the Offer is not subject to any financing condition. The total amount of funds required by Parent and Purchaser to consummate the Offer and purchase all outstanding Shares in the Offer, to provide funding for the payment in respect of outstanding in-the-money stock options and other equity awards, and to provide funding for the Merger (including related fees and expenses such as any costs associated with Cubist’s series of convertible notes and related hedging arrangements) is approximately $9.5 billion. Parent and Purchaser currently have available to them all funds, through a variety of sources, including cash on hand and Parent’s commercial paper program, necessary for the payment of the aggregate Offer Price and the aggregate Merger Consideration (as defined below) and to satisfy all of their payment obligations under the Merger Agreement and resulting from the transactions contemplated thereby (including as relates to Cubist’s series of convertible notes and related hedging arrangements). In addition, as a back-up source of funds, Parent has entered into a debt commitment letter, dated December 8, 2014, which provides commitments for an $8.0 billion unsecured bridge loan credit facility. The bridge loans thereunder would be due and payable (subject to customary mandatory prepayment requirements) within 364 days after the consummation of the Merger. This bridge loan credit facility may be used to refinance any commercial paper issued by Parent to consummate the Offer and fund the Merger, to fund directly the payment of the aggregate Offer Price and the aggregate Merger Consideration, and to pay related transaction fees and expenses. Funding of the bridge loan credit facility contemplated by the debt commitment letter is subject to the satisfaction of various customary conditions for credit facilities of this type.

See Section 9 — “Source and Amount of Funds.”

Is your financial condition relevant to my decision to tender my Shares in the Offer?

No. We do not think our financial condition is relevant to your decision whether to tender Shares and accept the Offer because:

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the Offer is being made for all outstanding Shares solely for cash;

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the Offer is not subject to any financing condition;

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Parent will have sufficient funds to purchase all Shares tendered pursuant to the Offer; and

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if we consummate the Offer, we will acquire all remaining Shares for the same cash price in the Merger as was paid in the Offer (i.e., the Offer Price).

How long do I have to decide whether to tender my Shares in the Offer?

You will have until the end of the day, immediately after 11:59 p.m., Eastern Time, on Tuesday, January 20, 2015 unless we extend the Offer pursuant to the terms of the Merger Agreement (we refer to such date and time, as it may be extended in accordance with the terms of the Merger Agreement, as the “Expiration Date”) or the Offer is earlier terminated. If you cannot deliver everything required to make a valid tender to the Depositary (as described below) prior to such time, you may be able to use a guaranteed delivery procedure, which is described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares.” Please give your broker, dealer, commercial bank, trust company or other nominee instructions with sufficient time to permit such nominee to tender your Shares by the Expiration Date.

The date and time at which Purchaser irrevocably accepts for purchase all Shares validly tendered (and not properly withdrawn) pursuant to the Offer promptly after the scheduled Expiration Date is referred to as the “Acceptance Time.” The date and time at which the Merger becomes effective is referred to as the “Effective Time.”

See Section 1 — “Terms of the Offer” and Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

Can the Offer be extended and under what circumstances?

Yes, the Offer can be extended.

We have agreed in the Merger Agreement that, subject to our rights to terminate the Merger Agreement in accordance with its terms, Purchaser must extend the Offer (i) to a date that is not more than 10 business days after any previously scheduled Expiration Date if any Offer Condition has not been satisfied or waived in order to permit the satisfaction of the Offer Conditions and (ii) for any period required by any rules or regulations of the SEC, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of The NASDAQ Stock Market LLC (which we refer to as “NASDAQ”). However, in no event will Purchaser be required to extend the Offer and the Expiration Date to a date later than April 7, 2015, which date may be extended until June 6, 2015 at the election of Parent or Cubist if the Regulatory Condition is not satisfied but all other conditions to the Offer shall have been satisfied or waived. April 7, 2015, or such later date as it may be extended as described in the preceding sentence, is referred to as the “Termination Date.”

See Section 1 — “Terms of the Offer” of this Offer to Purchase for more details on our obligation and ability to extend the Offer.

How will I be notified if the Offer is extended?

If we extend the Offer, we will inform Computershare Trust Company, N.A., which is the depositary and paying agent for the Offer (which we refer to as the “Depositary”), of any extension and will issue a press release announcing the extension not later than 9:00 a.m. Eastern Time, on the next business day after the previously scheduled Expiration Date.

See Section 1 — “Terms of the Offer.”

What are the conditions to the Offer?

The Offer is conditioned upon the satisfaction or waiver of the following conditions (which we refer to as the “Offer Conditions”):

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there have been validly tendered (provided that Shares tendered pursuant to guaranteed delivery procedures but not yet delivered in satisfaction of such guarantee shall be excluded in such calculation) in the Offer and not properly withdrawn that number of Shares that, together with the number of Shares, if any, then owned beneficially by Parent and Purchaser, and their respective wholly-owned subsidiaries, constitutes at least one Share more than one-half of all Shares then-outstanding as of the Expiration Date (which we refer to as the “Minimum Tender Condition”);

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(i) the waiting period (and any extension thereof) applicable to the consummation of the Offer and the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (which we refer to as the “HSR Act”), shall have expired or been terminated, (ii) the transactions contemplated by the Merger Agreement shall have been cleared under the Austrian Cartel Act (Kartellgesetz 2005), and (iii) confirmation from the French Ministry of Economy that Articles L.151-3 and R.153-1 and seq (as modified by Decree n°2014-479 of May 14, 2014) of the French Monetary and Financial Code do not apply to the transactions contemplated by the Merger Agreement or, in the alternative, requisite authorization without condition of the French Ministry of Economy of the transactions contemplated by the Merger Agreement (which we refer to as the “Regulatory Condition”);

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the Merger Agreement has not been terminated in accordance with its terms;

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there is no law, decree, judgment, order or injunction, promulgated, enacted, entered, enforced, issued or amended by any governmental entity of competent jurisdiction that restrains, enjoins or otherwise prohibits the making or consummation of the Offer or the Merger (which we refer to as the “Governmental Entity Condition”);

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the accuracy of the representations and warranties made by Cubist in the Merger Agreement, subject to the materiality and other qualifications set forth in the Merger Agreement (which we refer to as the “Representations Condition”);

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Cubist has not breached or failed to comply in any material respect with any of its covenants or agreements under the Merger Agreement if such breach or failure cannot be cured within 20 days following the receipt of written notice of such breach or failure or, if such breach or failure is capable of being cured within such period, it has not been cured at or prior to the Expiration Date (which we refer to as the “Obligations Condition”);

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Cubist has delivered to Parent dated as of the Expiration Date a certificate signed on behalf of Cubist by a senior executive officer of Cubist to the effect that the Representations Condition and the Obligations Condition have been satisfied as of immediately prior to the Expiration Date; or

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since the date of the Agreement, there shall not have occurred any change, event, occurrence or effect that, individually or in the aggregate, has had or would be reasonably expected to have a “Material Adverse Effect” on Cubist.

The foregoing conditions are in addition to, and not a limitation of, the rights of Parent and Purchaser to extend, terminate, amend and/or modify the Offer pursuant to the terms and conditions of the Merger Agreement.

Purchaser expressly reserves the right from time to time, in its sole discretion, to waive, in whole or in part, any Offer Condition or to increase the Offer Price or to make any other changes in the terms and conditions of the Offer. However, without the prior written consent of Cubist, Purchaser shall not be permitted to (i) decrease the

Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) amend or waive satisfaction of the Minimum Tender Condition, (iv) amend, modify or supplement any other Offer Condition in a manner that is adverse to the holders of Shares, (v) modify the Offer Conditions in a manner adverse to the holders of Shares, (vi) extend or otherwise change the Expiration Date other than any extension pursuant to and in accordance with the terms of the Merger Agreement, (vii) make any other change in the terms or conditions of the Offer in a manner that is adverse to Cubist’s stockholders, or (viii) increase the Offer Price by an increment of less than $0.25.

See Section 15 — “Conditions of the Offer.”

Have any Cubist stockholders entered into agreements with Parent or its affiliates requiring them to tender their Shares?

No.

How do I tender my Shares?

If you hold your Shares directly as the registered owner, you can (i) tender your Shares in the Offer by delivering the certificates representing your Shares, together with a completed and signed Letter of Transmittal, with any required signature guarantees, and any other documents required by the Letter of Transmittal, to the Depositary or (ii) tender your Shares by following the procedure for book-entry transfer set forth in Section 3 of this Offer to Purchase, no later than the Expiration Date. If you are the registered owner but your stock certificate is not available or you cannot deliver it to the Depositary before the Offer expires, you may have a limited amount of additional time by having a broker, a bank or other fiduciary that is an eligible institution guarantee that the missing items will be received by the Depositary within three NASDAQ trading days using the enclosed Notice of Guaranteed Delivery. For the tender to be valid, however, the Depositary must receive the missing items within that three trading-day period. See Section 3 — “Procedures for Accepting the Offer and Tendering Shares” for further details. The Letter of Transmittal is enclosed with this Offer to Purchase.

If you hold your Shares in street name through a broker, dealer, commercial bank, trust company or other nominee, you must contact the institution that holds your Shares and give instructions that your Shares be tendered. You should contact the institution that holds your Shares for more details.

See Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

Until what time may I withdraw previously tendered Shares?

You may withdraw your previously tendered Shares at any time until the Expiration Date. Pursuant to Section 14(d)(5) of the Securities Exchange Act of 1934, as amended, Shares may be withdrawn at any time after February 16, 2015, which is the 60th day after the date of the commencement of the Offer, unless prior to that date Purchaser has accepted for purchase the Shares validly tendered in the Offer.

See Section 4 — “Withdrawal Rights.”

How do I withdraw previously tendered Shares?

To withdraw previously tendered Shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the Depositary while you still have the right to withdraw Shares. If you tendered Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares.

See Section 4 — “Withdrawal Rights.”

What does the Cubist Board think of the Offer?

See the “Introduction” and Section 10 — “Background of the Offer; Past Contacts or Negotiations with Cubist.” We expect that a more complete description of the reasons for the Cubist Board’s approval of the Offer and the Merger will be set forth in a Solicitation/Recommendation Statement on Schedule 14D-9 to be prepared by Cubist and filed with the SEC and mailed to all Cubist stockholders.

If the Offer is consummated, will Cubist continue as a public company?

No. Immediately following consummation of the Offer, we expect to complete the Merger pursuant to applicable provisions of Delaware law, after which the Surviving Corporation will be a wholly-owned subsidiary of Parent and the Shares will no longer be publicly traded.

See Section 13 — “Certain Effects of the Offer.”

Will the Offer be followed by the Merger if all of the Shares are not tendered in the Offer?

If we consummate the Offer, and accordingly acquire that number of Shares that, when added to the Shares then owned beneficially by Parent and Purchaser and their respective subsidiaries, represents at least one Share more than one-half of all Shares then-outstanding as of the Expiration Date, then, in accordance with the terms of the Merger Agreement, we will complete the Merger without a vote of the stockholders of Cubist pursuant to Section 251(h) of the DGCL. Pursuant to the Merger Agreement, if the Minimum Tender Condition is not satisfied, we are not required (nor are we permitted) to accept the Shares for purchase in the Offer nor will we consummate the Merger.

Under the applicable provisions of the Merger Agreement, the Offer and the DGCL, stockholders of Cubist (i) will not be required to vote on the Merger, (ii) will be entitled to appraisal rights under Delaware law in connection with the Merger with respect to any Shares not tendered in the Offer and, (iii) if the Merger is consummated, will, if they do not validly exercise appraisal rights under Delaware law, receive the same cash consideration, without interest and less any applicable withholding taxes, for their Shares as was payable in the Offer (which we refer to as the “Merger Consideration”).

See Section 11 — “The Merger Agreement” Section 12 — “Purpose of the Offer; Plans for Cubist — Merger Without a Stockholder Vote” and Section 17 — “Appraisal Rights.”

What is the market value of my Shares as of a recent date?

On December 5, 2014, the trading day before the public announcement of the execution of the Merger Agreement, the reported closing sales price of the Shares on NASDAQ was $74.36. On December 18, 2014, the last full trading day before the commencement of the Offer, the reported closing sales price of the Shares on NASDAQ was $97.77. The Offer Price represents:

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A premium of approximately 37.2% over the trading price at which the Shares closed on December 5, 2014, the last trading day before the announcement of the Merger Agreement;

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A premium of approximately 39.8% over the volume-weighted average trading price for the Shares for the 30-day trading period ending immediately before the date of announcement of the Merger Agreement; and

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A premium of approximately 24.2% over to the highest trading price, and a premium of approximately 74.4% over the lowest trading price, in the last 12 months prior to the date of announcement of the Merger Agreement.

Moreover, since Cubist’s initial public offering, the per-Share trading price of the Shares has never exceeded the level of the Offer Price.

See Section 6 — “Price Range of Shares; Dividends.”

Will I be paid a dividend on my Shares during the pendency of the Offer?

No. The Merger Agreement provides that from the date of the Merger Agreement to the Effective Time, without the prior written consent of Parent, Cubist will not declare, set aside, make or pay any dividend or other distribution (whether payable in cash, stock, property or otherwise) with respect to any capital stock of Cubist (including the Shares).

See Section 6 — “Price Range of Shares; Dividends.”

Will I have appraisal rights in connection with the Offer?

No appraisal rights will be available to you in connection with the Offer. However, if we consummate the Offer and the Merger is completed, stockholders will be entitled to appraisal rights in connection with the Merger with respect to any Shares not tendered in the Offer, subject to and in accordance with the DGCL. Stockholders must properly perfect their right to seek appraisal under the DGCL in connection with the Merger in order to exercise appraisal rights.

See Section 17 — “Appraisal Rights.”

What will happen to my Options, restricted stock units and performance restricted stock units in the Offer?

The Offer is made only for Shares and is not made for any Options (as defined below), restricted stock units or performance restricted stock units. If you wish to tender Shares underlying Options, you must first exercise such Option (to the extent exercisable) in accordance with its terms in sufficient time to tender pursuant to the Offer the Shares received upon exercise of the Option.

The Merger Agreement requires the Cubist Board (or, if appropriate, any committees thereof) to take such actions as may be required to provide that (i) each option to acquire Shares (referred to herein as an “Option”) and other equity awards measured by the value of Shares granted under one of Cubist’s equity plans, other than awards under Cubist’s 2014 Employee Stock Purchase Plan (collectively referred to herein as “Company Equity Awards”), that is outstanding and unvested immediately prior to the Acceptance Time, will vest in full at the Acceptance Time (assuming in the case of performance restricted stock units, that performance goals are deemed to be achieved such that (A) one-hundred percent (100%) of Shares subject to the performance restricted stock units granted in calendar year 2013, and (B) eighty-three and one-third percent (83.33%) of the maximum number of Shares that may be delivered under the performance restricted stock units granted in calendar year 2014 (the same portion that would be delivered upon achievement at the 100% target level) are earned); (ii) each unexercised Option that is outstanding immediately prior to the Effective Time will be cancelled, and, in exchange therefor, each former holder of such cancelled Option will be entitled to receive (without interest) an

amount in cash (less applicable tax withholdings) equal to the product of the total number of Shares subject to such Option multiplied by the excess, if any, of the Offer Price over the exercise price per Share under such Option; and (iii) each Company Equity Award, other than an Option, that is outstanding immediately prior to the Effective Time will be cancelled and will entitle the holder of such Company Equity Award to receive (without interest) an amount in cash (less applicable tax withholdings) equal to the product of the number of Shares subject to (or deliverable under) such Company Equity Award immediately prior to the Effective Time multiplied by the Offer Price.

See Section 11 — “The Merger Agreement — Treatment of Equity Awards.”

What will happen to my rights to purchase shares under the Cubist 2014 Employee Stock Purchase Plan?

The Offer is made only for Shares and not for rights to purchase shares under Cubist’s 2014 Employee Stock Purchase Plan (referred to herein as the “Cubist ESPP”). The Cubist ESPP will continue to be operated in accordance with its terms and past practice for the last Option Period (as such term is defined in the Cubist ESPP) to begin prior to the date of the Merger Agreement. Such last Option Period is expected to end on December 31, 2014, in accordance with the terms of the Cubist ESPP. The Company will suspend the commencement of any future Option Periods under the Cubist ESPP, and unless until the Merger Agreement is terminated, will terminate the Cubist ESPP as of the Acceptance Time.

Shares held in participants’ accounts under the Cubist ESPP may be tendered in accordance with the terms of the Offer.

See Section 11 – “The Merger Agreement – Treatment of ESPP”.

What will happen to my Shares held in the Cubist Pharmaceuticals, Inc. 401(k) Plan?

If you hold Shares through the Cubist Pharmaceutical, Inc. 401(k) Plan, you must contact Prudential Bank & Trust, FSB through Computershare Trust Company, N.A., the Independent Plan Tabulator. Detailed instructions are contained in the Notice to Participants in the Cubist Pharmaceuticals, Inc. 401(k) Plan.

What are the material United States federal income tax consequences of tendering Shares?

The receipt of cash in exchange for your Shares pursuant to the Offer or the Merger generally will be a taxable transaction for United States federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws.

We urge you to consult your own tax advisor as to the particular tax consequences to you of the Offer and the Merger.

See Section 5 — “Certain United States Federal Income Tax Consequences” for a more detailed discussion of the tax consequences of the Offer and the Merger.

Who should I call if I have questions about the Offer?

You may call MacKenzie Partners, Inc. Toll-Free at (800) 322-2885 or (212) 929-5500 collect. MacKenzie Partners, Inc. is acting as the information agent for our tender offer. See the back cover of this Offer to Purchase for additional contact information.

INTRODUCTION

To the Holders of Shares of Common Stock of Cubist:

Mavec Corporation, a Delaware corporation (which we refer to as “Purchaser”) and a wholly-owned subsidiary of Merck & Co., Inc., a New Jersey corporation (which we refer to as “Parent”), is offering to purchase for cash any (subject to the Minimum Tender Condition, as defined below) and all of the issued and outstanding shares of common stock, par value $0.001 per share (which we refer to as the “Shares”), of Cubist Pharmaceuticals, Inc., a Delaware corporation (which we refer to as “Cubist” or the “Company”), at a price of $102.00 per Share (which we refer to as the “Offer Price”) in cash, net to the seller in cash, without interest, but subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase (which we refer to as the “Offer to Purchase”) and in the related Letter of Transmittal (which we refer to as the “Letter of Transmittal” which, together with this Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, constitutes and we refer to as the “Offer”).

We are making this Offer pursuant to an Agreement and Plan of Merger, dated as of December 8, 2014 (which, as it may be amended from time to time, we refer to as the “Merger Agreement”), by and among Parent, Purchaser and Cubist. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Cubist (which we refer to as the “Merger”), with Cubist continuing as the surviving corporation (which we refer to as the “Surviving Corporation”) in the Merger and a wholly-owned subsidiary of Parent. In the Merger, each Share outstanding immediately prior to the effective time of the Merger (which we refer to as the “Effective Time”) (other than Shares (i) held in the treasury of Cubist or owned by Parent, Purchaser or any of Parent’s other subsidiaries or the Company or any of its subsidiaries, which Shares will be canceled and will cease to exist, or (ii) by stockholders who validly exercise appraisal rights under Delaware law with respect to such Shares) will be automatically canceled and converted into the right to receive $102.00 per Share or any greater per Share price paid in the Offer in cash, without interest, but subject to any required withholding of taxes. As a result of the Merger, Cubist will cease to be a publicly traded company and will become a wholly-owned subsidiary of Parent. Under no circumstances will interest be paid on the purchase price for Shares, regardless of any extension of the Offer or any delay in making payment for Shares. The Merger Agreement is more fully described in Section 11 — “The Merger Agreement” which also contains a discussion of the treatment of Cubist stock options and other equity awards in the Merger.

Tendering stockholders who are record owners of their Shares and who tender directly to Computershare Trust Company, N.A., the depositary and paying agent for the Offer (which we refer to as the “Depositary”) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, dealer, commercial bank, trust company or other nominee should consult such institution as to whether it charges any service fees or commissions.

The Offer is not subject to any financing condition. The Offer is conditioned upon, among other things, the absence of a termination of the Merger Agreement in accordance with its terms and the satisfaction of (i) the Minimum Tender Condition, (ii) the Regulatory Condition (as defined below) and (iii) the Governmental Entity Condition (as defined below). The Minimum Tender Condition requires that the number of Shares validly tendered (provided that Shares tendered pursuant to guaranteed delivery procedures but not yet delivered in satisfaction of such guarantee shall be excluded in such election) in accordance with the terms of the Offer and not properly withdrawn on or prior to the end of the day, immediately after 11:59 p.m., Eastern Time, on Tuesday, January 20, 2015 (which we refer to as the “Expiration Date,” unless Purchaser shall have extended the period during which the Offer is open in accordance with the Merger Agreement, in which event “Expiration Date” shall mean the latest time and date at which the Offer, as so extended by Purchaser, shall expire), together with any Shares then owned beneficially by Parent and Purchaser and their respective subsidiaries, constitutes at least one Share more than one-half of all Shares then-outstanding as of the Expiration Date. The Regulatory

Condition requires that (i) the waiting period (and any extension thereof) applicable to the consummation of the Offer and the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (which we refer to as the “HSR Act”), shall have expired or been terminated, (ii) the transactions contemplated by the Merger Agreement shall have been cleared under the Austrian Cartel Act (Kartellgesetz 2005), and (iii) confirmation from the French Ministry of Economy that Articles L.151-3 and R.153-1 and seq (as modified by Decree n°2014-479 of May 14, 2014) of the French Monetary and Financial Code do not apply to the transactions contemplated by the Merger Agreement or, in the alternative, requisite authorization without condition of the French Ministry of Economy of the transactions contemplated by the Merger Agreement. Under the HSR Act, each of Parent and Cubist will file a Premerger Notification and Report Form with the Federal Trade Commission (which we refer to as the “FTC”) and the Antitrust Division of the U.S. Department of Justice in connection with the purchase of Shares in the Offer. The Governmental Entity Condition requires that there is no law, decree, judgment, order or injunction, promulgated, enacted, entered, enforced, issued or amended by any governmental entity of competent jurisdiction that restrains, enjoins or otherwise prohibits the making or consummation of the Offer or the Merger. The Offer also is subject to other conditions as described in this Offer to Purchase. See Section 15 — “Conditions of the Offer.” The Offer is not subject to any financing condition.

A more complete description of the Cubist Board’s reasons for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, will be set forth in the Solicitation/Recommendation Statement on Schedule 14D-9 of Cubist (which, together with any exhibits and annexes attached thereto, we refer to as the “Schedule 14D-9”), that will be furnished to stockholders in connection with the Offer. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information to be set forth under the sub-heading “Background and Reasons for the Company Board’s Recommendation.”

Cubist has advised Parent that, as of December 4, 2014, (i) 76,421,535 Shares were issued and outstanding; (ii) 6,557,184 Shares were subject to options to acquire Shares (referred to herein as “Options”), 1,103,155 Shares were subject to issuance upon settlement of outstanding restricted stock units and 219,405 Shares were subject to issuance upon settlement of outstanding performance restricted stock units, assuming achievement of the maximum level of performance at the end of the applicable performance period (and, alternatively, 202,298 Shares were subject to issuance upon settlement of outstanding performance restricted stock units, assuming performance goals were achieved such that (A) one-hundred percent (100%) of Shares subject to the performance restricted stock units granted in calendar year 2013, and (B) eighty-three and one-third percent (83.33%) of the maximum number of Shares that may be delivered under the performance restricted stock units granted in calendar year 2014 (the same portion that would be delivered upon achievement at the 100% target level) were earned at the end of the applicable performance period), and (iii) 38,038 Shares were reserved for issuance and available for issuance subject to outstanding options under the Cubist’s 2014 Employee Stock purchase plan (referred to herein as the “Cubist ESPP”) (assuming accumulated payroll deductions as of November 30, 2014). Assuming that since December 4, 2014, no new Shares, Options, restricted stock units, performance restricted stock units, or other equity securities (including Shares issuable upon exercise or settlement of any of the foregoing) have been issued, repurchased, or redeemed, the Minimum Tender Condition would be satisfied if at least 38,210,768 Shares are properly tendered and received and not properly withdrawn on or prior to the Expiration Date. The number of Shares required (for purposes of satisfying he Minimum Tender Condition) o have been properly tendered and received and not properly withdrawn prior to the Expiration Date may be higher or lower depending on the actual number of Shares issued and outstanding at the Expiration Date.

Pursuant to the Merger Agreement, the board of directors of the Surviving Corporation effective as of, and immediately following, the Effective Time will consist of the members of the board of directors of Purchaser immediately prior to the Effective Time, and the officers of the Surviving Corporation will consist of the officers of Purchaser immediately prior to the Effective Time.

This Offer to Purchase does not constitute a solicitation of proxies, and Purchaser is not soliciting proxies in connection with the Offer or the Merger. If the conditions to the Offer (including the Minimum Tender Condition) are satisfied and Purchaser consummates the Offer, Purchaser will consummate the Merger pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”) without the vote of the stockholders of Cubist.

Certain United States federal income tax consequences of the sale of Shares pursuant to the Offer and the exchange of Shares pursuant to the Merger are described in Section 5 — “Certain United States Federal Income Tax Consequences.”

Under the applicable provisions of the Merger Agreement, the Offer and the DGCL, stockholders of Cubist will be entitled to appraisal rights under Delaware law in connection with the Merger with respect to any Shares not tendered in the Offer, subject to and in accordance with Section 262 of the DGCL. Stockholders must properly perfect their right to seek appraisal under Section 262 of the DGCL in connection with the Merger in order to exercise appraisal rights. See Section 17 — “Appraisal Rights.”

This Offer to Purchase and the related Letter of Transmittal contain important information that should be read carefully before any decision is made with respect to the Offer.

THE TENDER OFFER

1. Terms of the Offer.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for purchase and promptly pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn as permitted under Section 4 — “Withdrawal Rights.”

We have agreed in the Merger Agreement that, subject to our rights to terminate the Merger Agreement in accordance with its terms, Purchaser must extend the Offer (i) to a date that is not more than 10 business days after any previously scheduled Expiration Date if any Offer Condition has not been satisfied or waived in order to permit the satisfaction of the Offer Conditions and (ii) for any period required by any rules or regulations of the Securities and Exchange Commission, (which we refer to as the “SEC”), the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of The NASDAQ Stock Market LLC (which we refer to as “NASDAQ”). However, in no event will Purchaser be required to extend the Offer and the Expiration Date to a date later than April 7, 2015, which date may be extended until June 6, 2015 at the election of Parent or Cubist if the Regulatory Condition is not satisfied but all other conditions to the Offer shall have been satisfied or waived. April 7, 2015, or such later date as it may be extended as described in the preceding sentence, is referred to as the “Termination Date.”

Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right from time to time, in its sole discretion, to waive, in whole or in part, any Offer Condition or to increase the Offer Price or to make any other changes in the terms and conditions of the Offer. However, without the prior written consent of Cubist, Purchaser shall not be permitted to (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) amend or waive satisfaction of the Minimum Tender Condition, (iv) amend, modify or supplement any other Offer Condition in a manner that is adverse to the holders of Shares, (v) modify the Offer Conditions in a manner adverse to the holders of Shares, (vi) extend or otherwise change the Expiration Date other than any extension pursuant to and in accordance with the terms of the Merger Agreement, (vii) make any other change in the terms or conditions of the Offer in a manner that is adverse to Cubist’s stockholders, or (viii) increase the Offer Price by an increment of less than $0.25.

Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m. Eastern Time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC.

If we extend the Offer, are delayed in our acceptance for payment of or payment for Shares (whether before or after our acceptance for payment for Shares) or are unable to accept Shares for payment pursuant to the Offer for

any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for purchase is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), which requires us to pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer.

If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum 10 business day period generally is required to allow for adequate dissemination to stockholders and investor response.

If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for purchase in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration.

The Merger Agreement does not contemplate a subsequent offering period for the Offer.

We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for purchase any Shares if, at the Expiration Date, any of the Offer Conditions have not been satisfied. See Section 15 — “Conditions of the Offer.” Under certain circumstances, we may extend the Termination Date and/or terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement — Termination.”

As soon as practicable following the Acceptance Time, in accordance with the terms of the Merger Agreement, we will complete the Merger without a vote of the stockholders of Cubist pursuant to Section 251(h) of the DGCL.

Cubist has provided us with its stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on the stockholder list of Cubist and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

2. Acceptance for Payment and Payment for Shares.

Subject to the satisfaction or waiver of all the conditions to the Offer set forth in Section 15 — “Conditions of the Offer,” we will accept for purchase and promptly pay for Shares validly tendered and not properly withdrawn pursuant to the Offer on or after the Expiration Date. Subject to compliance with Rule 14e-1(c) under the Exchange Act, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act. See Section 16 — “Certain Legal Matters; Regulatory Approvals.”

In all cases, we will promptly pay for Shares tendered and accepted for purchase pursuant to the Offer only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (which we refer to as the “Certificates”) or confirmation of a book-entry transfer of such Shares (which we refer to as a “Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company (which we refer to as “DTC”) pursuant to the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as described below) in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary.

The term “Agent’s Message” means a message, transmitted by DTC to and received by the Depositary and forming a part of a Book-Entry Confirmation, that states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant.

On the terms of and subject to the Offer Conditions, promptly after the Expiration Date, we will accept for purchase, and pay for, all Shares validly tendered to us in the Offer and not properly withdrawn on or prior to the Expiration Date. For purposes of the Offer, we will be deemed to have accepted for purchase, and thereby purchased, Shares validly tendered and not properly withdrawn as, if and when we give oral or written notice to the Depositary of our acceptance for purchase of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for purchase pursuant to the Offer will be made by deposit of the Offer Price for such Shares with the Depositary, which will act as paying agent for tendering stockholders for the purpose of receiving payments from us and transmitting such payments to tendering stockholders whose Shares have been accepted for purchase. If we extend the Offer, are delayed in our acceptance for payment of Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights” and as otherwise required by Rule 14e-1(c) under the Exchange Act. Under no circumstances will we pay interest on the purchase price for Shares by reason of any extension of the Offer or any delay in making such payment for Shares.

If any tendered Shares are not accepted for purchase for any reason pursuant to the terms and conditions of the Offer, or if Certificates are submitted evidencing more Shares than are tendered, Certificates evidencing unpurchased Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary’s account at DTC pursuant to the procedure set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” such Shares will be credited to an account maintained at DTC), promptly following the expiration or termination of the Offer.

3. Procedures for Accepting the Offer and Tendering Shares.

Valid Tenders. In order for a stockholder to validly tender Shares pursuant to the Offer, the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and either (a) the Certificates evidencing tendered Shares must be received by the Depositary at such address or (b) such Shares must be tendered pursuant to the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary, in each case prior to the Expiration Date.

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of DTC may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary’s account at DTC in accordance with DTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date. Delivery of documents to DTC does not constitute delivery to the Depositary.

Guaranteed Delivery. If you wish to tender Shares pursuant to the Offer and cannot deliver such Shares and all other required documents to the Depositary by the Expiration Date or cannot complete the procedure for delivery by book-entry transfer on a timely basis, you may nevertheless tender such Shares if all of the following conditions are met:

•

such tender is made by or through an Eligible Institution (as defined below);

•

a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by us with this Offer to Purchase is received by the Depositary (as provided below) by the Expiration Date; and

•

the Certificates for all such validly tendered Shares (or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility), together with a properly completed and duly executed Letter of Transmittal together with any required signature guarantee (or an Agent’s Message) and any other required documents, are received by the Depositary within three NASDAQ trading days after the date of execution of the Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery may be transmitted by overnight courier or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice. Shares tendered by a Notice of Guaranteed Delivery will not be deemed validly tendered for purposes of satisfying the Minimum Tender Condition unless and until Shares underlying such Notice of Guaranteed Delivery are delivered to the Depositary prior to the Expiration Date.

Guarantee of Signatures. No signature guarantee is required on the Letter of Transmittal if

•

the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such registered holder has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal, or

•

the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Securities Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each, we refer to as an “Eligible Institution” and, collectively, we refer to as “Eligible Institutions”).

In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Certificate is registered in the name of a person or persons other than the signer of the Letter of Transmittal, or if payment is to be made or delivered to, or a Certificate not accepted for purchase or not tendered is to be issued in, the name of a person other than the registered holder, then the Certificate must be endorsed or accompanied by duly executed stock powers, in either case signed exactly as the name of the registered holder appears on the Certificate, with the signature on such Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

Notwithstanding any other provision of this Offer, payment for Shares accepted pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (i) Certificates evidencing such Shares or a Book-Entry Confirmation of a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures set forth in this Section 3, (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary.

The method of delivery of Certificates, the Letter of Transmittal and all other required documents, including delivery through DTC, is at the option and risk of the tendering stockholder, and the delivery of all such documents will be deemed made (and the risk of loss and the title of Certificates will pass) only when actually received by the Depositary (including, in the case of a book-entry transfer, receipt of a Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery prior to the Expiration Date.

Irregularities. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance of the Offer, as well as the tendering stockholder’s representation and warranty that such stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of or the conditions to any such extension or amendment).

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been waived or cured within such time as Purchaser shall determine. None of Purchaser, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notice of any defects or irregularities in tenders or incur any liability for failure to give any such notice. Interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be determined by us in our sole discretion.

Appointment. By executing the Letter of Transmittal as set forth above, the tendering stockholder will irrevocably appoint designees of Purchaser as such stockholder’s attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for purchase by Purchaser and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares. All such powers of attorney and proxies will be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, we accept for purchase Shares tendered by such stockholder as provided herein. Upon such appointment, all prior powers of attorney, proxies and consents given by such stockholder with respect to such Shares or other securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective). The designees of Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, without limitation, in respect of any annual, special or adjourned meeting of Cubist’s stockholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our

acceptance for payment of such Shares, Purchaser or its designees must be able to exercise full voting, consent and other rights with respect to such Shares and other related securities or rights, including voting at any meeting of Cubist’s stockholders.

Information Reporting and Backup Withholding. Payments made to stockholders of Cubist in the Offer or the Merger generally will be subject to information reporting and may be subject to backup withholding. To avoid backup withholding, U.S. stockholders that do not otherwise establish an exemption should complete and return the Internal Revenue Service (which we refer to as the “IRS”) Form W-9 included in the Letter of Transmittal, certifying that such stockholder is a United States person, the taxpayer identification number provided is correct, and that such stockholder is not subject to backup withholding. Foreign stockholders should submit an appropriate and properly completed IRS Form W-8, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriate.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a stockholder’s United States federal income tax liability, provided the required information is timely furnished in the appropriate manner to the IRS.

4. Withdrawal Rights.

Shares tendered pursuant to the Offer may be withdrawn at any time prior to the end of the day, immediately after 11:59 p.m., Eastern Time, on Tuesday, January 20, 2015, and, unless theretofore accepted for purchase by Purchaser pursuant to the Offer, may also be withdrawn at any time after February 16, 2015, which is the 60th day after the date of the commencement of the Offer.

For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Certificates, the serial numbers shown on such Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Shares.

Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Expiration Date.

We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal and our determination will be final and binding. None of Purchaser, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notice of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

5. Certain United States Federal Income Tax Consequences.

The following is a general summary of certain United States federal income tax consequences of the Offer and the Merger to U.S. Holders (as defined below) of Cubist whose Shares are tendered and accepted for purchase

pursuant to the Offer or whose Shares are exchanged for cash pursuant to the Merger. The summary is based on current provisions of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”), existing, proposed and temporary regulations thereunder and administrative and judicial interpretations thereof, all of which are subject to change, possibly with retroactive effect, and any such change could affect the accuracy of the statements and conclusions set forth in this discussion. We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

The summary applies only to U.S. Holders who hold Shares as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, nor does it address any foreign, state or local tax consequences of the Offer or the Merger. In addition, this summary does not address United States federal taxes other than income taxes. Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that may be relevant to a holder in light of its, his or her particular circumstances, or that may apply to a holder that is subject to special treatment under the U.S. federal income tax laws (including, for example, foreign taxpayers, small business investment companies, regulated investment companies, real estate investment trusts, S corporations, controlled foreign corporations, passive foreign investment companies, cooperatives, banks and certain other financial institutions, insurance companies, tax-exempt organizations, retirement plans, stockholders that are, or hold Shares through, partnerships or other pass-through entities for United States federal income tax purposes, United States persons whose functional currency is not the United States dollar, dealers in securities or foreign currency, traders that mark-to-market their securities, expatriates and former long-term residents of the United States, persons subject to the alternative minimum tax, stockholders holding Shares that are part of a straddle, hedging, constructive sale or conversion transaction, and stockholders who received Shares in compensatory transactions, pursuant to the exercise of employee stock options, stock purchase rights, or stock appreciation rights, as restricted stock, restricted stock units, or otherwise as compensation).

For purposes of this summary, the term “U.S. Holder” means a beneficial owner of Shares that, for United States federal income tax purposes, is: (i) an individual who is a citizen or resident of the United States; (ii) a corporation, or an entity treated as a corporation for United States federal income tax purposes, created or organized under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate, the income of which is subject to United States federal income tax regardless of its source; or (iv) a trust, if (A) a United States court is able to exercise primary supervision over the trust’s administration and one or more United States persons, within the meaning of Section 7701(a)(30) of the Code, have authority to control all of the trust’s substantial decisions or (B) the trust was in existence on August 20, 1996 and treated as a United States person on such date and has a valid election in place to continue to be treated as a United States person for United States federal income tax purposes. This discussion does not address the tax consequences to stockholders who are not U.S. Holders.

If a partnership, or another entity treated as a partnership for United States federal income tax purposes, holds Shares, the tax treatment of its partners or members generally will depend upon the status of the partner or member and the partnership’s activities. Accordingly, partnerships or other entities treated as partnerships for United States federal income tax purposes that hold Shares, and partners or members in those entities, are urged to consult their tax advisors regarding the specific United States federal income tax consequences to them of the Offer and the Merger.

Because individual circumstances may differ, each stockholder should consult its, his or her own tax advisor to determine the applicability of the rules discussed below and the particular tax consequences of the Offer and the Merger on a beneficial owner of Shares, including the application and effect of the alternative minimum tax and any state, local and foreign tax laws and changes in any laws.

The exchange of Shares for cash pursuant to the Offer or the Merger will be a taxable transaction to U.S. Holders for United States federal income tax purposes. In general, a U.S. Holder who exchanges Shares for cash pursuant to the Offer or the Merger will recognize gain or loss for United States federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the Shares exchanged. Such gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if a U.S. Holder’s holding period for such Shares is more than one year. Long-term capital gain recognized by an individual is generally taxable at a reduced rate. The deductibility of capital losses is subject to certain limitations.

If a U.S. Holder acquired different blocks of Shares at different times and different prices, such U.S. Holder must determine its, his or her adjusted tax basis and holding period separately with respect to each block of Shares.

A U.S. Holder who exchanges Shares pursuant to the Offer or the Merger is subject to information reporting and may be subject to backup withholding unless certain information is provided to the Depositary or an exemption applies. See Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

6. Price Range of Shares; Dividends.

The Shares currently trade on NASDAQ under the symbol “CBST.” Cubist has advised Parent that, as of December 4, 2014, (i) 76,421,535 Shares were issued and outstanding; (ii) 6,557,184 Shares were subject to Options, 1,103,155 Shares were subject to issuance upon settlement of outstanding restricted stock units and 219,405 Shares were subject to issuance upon settlement of outstanding performance restricted stock units, assuming achievement of the maximum level of performance at the end of the applicable performance period (and, alternatively, 202,298 Shares were subject to issuance upon settlement of outstanding performance restricted stock units, assuming performance goals were achieved such that (A) one-hundred percent (100%) of Shares subject to the performance restricted stock units granted in calendar year 2013, and (B) eighty-three and one-third percent (83.33%) of the maximum number of Shares that may be delivered under the performance restricted stock units granted in calendar year 2014 (the same portion that would be delivered upon achievement at the 100% target level) were earned at the end of the applicable performance period), and (iii) 38,038 Shares were reserved for issuance and available for issuance subject to outstanding options under the Cubist ESPP (assuming accumulated payroll deductions as of November 30, 2014).

The following table sets forth, for the periods indicated, the high and low sale prices per Share for each quarterly period within the two preceding fiscal years, as reported on NASDAQ, and the quarterly cash dividends declared per share for each such quarterly period.


	High		Low		Cash Dividends Declared
Year Ended December 31, 2012
First Quarter	$	44.95	$	38.40	$	—
Second Quarter	$	44.24	$	36.73		—
Third Quarter	$	49.86	$	37.79		—
Fourth Quarter	$	48.95	$	38.53		—

Year Ended December 31, 2013
First Quarter	$	48.31	$	40.44	$	—
Second Quarter	$	56.68	$	44.25		—
Third Quarter	$	68.00	$	48.90		—
Fourth Quarter	$	72.64	$	60.34		—

Year Ended December 31, 2014
First Quarter	$	82.12	$	65.78	$	—
Second Quarter	$	76.20	$	59.13		—
Third Quarter	$	71.70	$	58.50		—
Fourth Quarter (through December 18, 2014)	$	100.60	$	60.05		—

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A premium of approximately 37.2% over the trading price at which the Shares closed on December 5, 2014, the last trading day before the announcement of the Merger Agreement;

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Moreover, since Cubist’s initial public offering, the per-Share trading price of the Shares has never exceeded the level of the Offer Price.

The Merger Agreement provides that from the date of the Merger Agreement to the Effective Time, without the prior written consent of Parent, Cubist will not declare, set aside, make or pay any dividend or other distribution (whether payable in cash, stock, property or otherwise) with respect to any capital stock of Cubist (including the Shares).

7. Certain Information Concerning Cubist.

Except as specifically set forth herein, the information concerning Cubist contained in this Offer to Purchase has been taken from or is based upon information furnished by Cubist or its representatives or upon publicly available documents and records on file with the SEC and other public sources. The summary information set forth below is qualified in its entirety by reference to Cubist’s public filings with the SEC (which may be obtained and inspected as described below) and should be considered in conjunction with the more comprehensive financial and other information in such reports and other publicly available information. None of the Purchaser, the Dealer Manager, the Information Agent or the Depositary assumes any responsibility for the accuracy or completeness of the information concerning Cubist, whether furnished by Cubist or contained in such documents and records, or for any failure by Cubist to disclose events which may have occurred or which may affect the significance or accuracy of any such information but which are unknown to the Purchaser, the Dealer Manager, the Information Agent or the Depositary.

General. The following description of Cubist and its business has been taken from Cubist’s annual report on Form 10-K for the fiscal year ended December 31, 2013, and is qualified in its entirety to such Form 10-K

Cubist was incorporated in Delaware in 1992. Cubist’s shares are listed on the NASDAQ, where its trading symbol is “CBST”. Cubist’s principal offices are located at 65 Hayden Avenue, Lexington, Massachusetts 02421, its telephone number is 781-860-8660, and its website address is www.cubist.com.

Cubist is a biopharmaceutical company focused on the research, development and commercialization of pharmaceutical products that address unmet medical needs in the acute care environment. Cubist’s products and product candidates are used, or are being developed to be used, in hospitals and other acute care settings, including home infusion and hospital outpatient clinics.

Available Information. The Shares are registered under the Exchange Act. Accordingly, Cubist is subject to the information reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and

other matters. Information as of particular dates concerning Cubist’s directors and officers, their remuneration, stock options and other equity awards granted to them, the principal holders of Cubist’s securities, any material interests of such persons in transactions with Cubist and other matters is required to be disclosed in proxy statements, the most recent one having been filed with the SEC on April 21, 2014 and distributed to Cubist’s stockholders on or about April 24, 2014. Such reports, proxy statements and other information are available for inspection at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Copies of such information may be obtainable by mail, upon payment of the SEC’s customary charges, by writing to the SEC at the address above. The SEC also maintains a website on the Internet at www.sec.gov that contains reports, proxy statements and other information regarding registrants, including Cubist, that file electronically with the SEC.

8. Certain Information Concerning Parent and Purchaser.

Parent and Purchaser. Parent is a global health care company that delivers innovative health solutions through its prescription medicines, vaccines, biologic therapies, and animal health, which it markets directly and through its joint ventures. Parent’s operations are principally managed on a products basis and are comprised of three operating segments, which are the Pharmaceutical, Animal Health, and Alliances segments, and one reportable segment, which is the Pharmaceutical segment. The Pharmaceutical segment includes human health pharmaceutical and vaccine products marketed either directly by Parent or through joint ventures. Human health pharmaceutical products consist of therapeutic and preventive agents, generally sold by prescription, for the treatment of human disorders. Parent sells these human health pharmaceutical products primarily to drug wholesalers and retailers, hospitals, government agencies and managed health care providers such as health maintenance organizations, pharmacy benefit managers and other institutions. Vaccine products consist of preventive pediatric, adolescent and adult vaccines, primarily administered at physician offices. Parent sells these human health vaccines primarily to physicians, wholesalers, physician distributors and government entities. Parent also has animal health operations that discover, develop, manufacture and market animal health products, including vaccines, which Parent sells to veterinarians, distributors and animal producers.

Purchaser is a Delaware corporation formed on December 2, 2014 solely for the purpose of effecting the Offer and the Merger and has conducted no business activities other than those related to the structuring and negotiation of the Offer and the Merger. Purchaser has no assets or liabilities other than the contractual rights and obligations related to the Merger Agreement. Upon the completion of the Merger, Purchaser’s separate corporate existence will cease and Cubist will continue as the Surviving Corporation. Until immediately prior to the time Purchaser purchases Shares pursuant to the Offer, it is not anticipated that Purchaser will have any assets or liabilities or engage in activities other than those incidental to its formation and capitalization and the transactions contemplated by the Offer and the Merger. Purchaser is a wholly-owned subsidiary of Parent.

Parent’s and Purchaser’s corporate headquarters are currently located at 2000 Galloping Hill Road K1-3045, Kenilworth, NJ 07033. Their telephone number at this location is (908) 740-4000.

The name, citizenship, business address, present principal occupation or employment and five-year employment history of each of the directors and executive officers of Parent and Purchaser are listed in Schedule I to this Offer to Purchase.

During the last five years, none of Parent or Purchaser or, to the best knowledge of Parent and Purchaser, any of the persons listed in Schedule I to this Offer to Purchase (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of such laws.

Except as provided in the Merger Agreement or as otherwise described in this Offer to Purchase, (i) none of Parent or Purchaser or, to the best knowledge of Parent and Purchaser, any of the persons listed in Schedule I to

this Offer to Purchase or any associate or majority-owned subsidiary of Parent or Purchaser or any of the persons so listed beneficially owns or has any right to acquire, directly or indirectly, any Shares and (ii) none of Parent or Purchaser or, to the best knowledge of Parent and Purchaser, any of the persons or entities referred to in Schedule I hereto nor any director, executive officer or subsidiary of any of the foregoing has effected any transaction in respect of any Shares during the past 60 days. Except as provided in the Merger Agreement or as otherwise described in this Offer to Purchase, none of Parent or Purchaser or, to the best knowledge of Parent and Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of Cubist (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss, or the giving or withholding of proxies, consents or authorizations).

Except as set forth in this Offer to Purchase, none of Purchaser or Parent or, to the best knowledge of Purchaser and Parent, any of the persons listed in Schedule I hereto, has had any business relationship or transaction with Cubist or any of its executive officers, directors or affiliates that is required to be reported under the rules and regulations of the SEC applicable to the Offer.

Except as set forth in this Offer to Purchase, there have been no contacts, negotiations or transactions between Parent or any of its subsidiaries or, to the best knowledge of Purchaser and Parent, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and Cubist or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets during the past two years.

Available Information. Pursuant to Rule 14d-3 under the Exchange Act, we have filed with the SEC a Tender Offer Statement on Schedule TO (which we refer to as the “Schedule TO”), of which this Offer to Purchase forms a part, and exhibits to the Schedule TO. The Schedule TO and the exhibits thereto, as well as other information filed by Parent and Purchaser with the SEC, are available for inspection at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Copies of such information may be obtainable by mail, upon payment of the SEC’s customary charges, by writing to the SEC at the address above. The SEC also maintains a website on the Internet at www.sec.gov that contains the Schedule TO and the exhibits thereto and other information that Purchaser has filed electronically with the SEC.

9. Source and Amount of Funds.

Parent and Purchaser currently have available to them all funds, through a variety of sources, including cash on hand and Parent’s commercial paper program, necessary for the payment of the aggregate Offer Price and the aggregate Merger Consideration (as defined below) and to satisfy all of their payment obligations under the Merger Agreement and resulting from the transactions contemplated thereby (including as relates to Cubist’s series of convertible notes and related hedging arrangements).

In addition to these funding sources, Parent has received a debt commitment letter, dated December 8, 2014 (which we refer to as the “Debt Commitment Letter”), from JPMorgan Chase Bank, N.A. (which we refer to as “JPM Bank”), Deutsche Bank AG Cayman Islands Branch (which we refer to as “DB”, and together with JPM Bank, we refer to as the “Debt Financing Sources”), J.P. Morgan Securities LLC (which we refer to as “JPM Securities”) and Deutsche Bank Securities Inc. (which we refer to as “DBSI”, and together with JPM Securities, we refer to as the “Debt Financing Arrangers”; the Debt Financing Arrangers together with the Debt Financing Sources being referred to herein as the “Debt Commitment Parties”), pursuant to which the Debt Financing Sources provided bridge loan commitments in the aggregate amount of $8.0 billion for the purpose of providing to Parent an alternative source of funding, which bridge loan credit facility may be used to backstop commercial paper issued by Parent to consummate the Offer and fund the Merger (and to refinance any such commercial paper), to fund directly the payment of all or a portion of the aggregate Offer Price and the aggregate

Merger Consideration, and to pay transaction fees and expenses related to the foregoing (such fees and expenses, the “Transaction Expenses”).

Pursuant to the Debt Commitment Letter and subject to the terms and conditions thereof, the Debt Financing Arrangers have agreed to arrange an $8.0 billion unsecured bridge loan credit facility (which we refer to as the “Facility”), and the Debt Financing Sources have committed to provide the entire principal amount of the Facility to Parent (such commitments being referred to herein as the “Commitments”, and the bridge loans thereunder being referred to herein as the “Bridge Loans”). The Commitments shall be available on a revolving basis from the date of entry into definitive documentation for the Facility (which we refer to as the “Facility Effective Date”) until February 27, 2015 (such period, we refer to as the “Revolving Period”), during which time the Facility may be used to refinance any of Parent’s commercial paper issued to consummate the Offer and fund the Merger. Bridge Loans used to fund directly the payment of all or a portion of the aggregate Offer Price and the aggregate Merger Consideration will be available from the Facility Effective Date until the date of consummation of the Merger (but no later than June 6, 2015). The Bridge Loans will mature on the date that is 364 days after the consummation of the Merger.

Conditions Precedent to Funding under the Facility

The availability of Bridge Loans under the Facility is subject to, among other things, the satisfaction of the following conditions:

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With respect to drawings during the Revolving Period (other than any drawing on the date of consummation of the Merger used to fund the Offer Price and Merger Consideration):

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Execution and delivery of the Merger Agreement;

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Execution and delivery of definitive documentation for the Facility;

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Payment of fees and expenses required to be paid to the Debt Commitment Parties and the lenders under the Facility on or before the Facility Effective Date;

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Delivery of legal opinions, certificates, documents and other instruments as are customary for transactions of this type as may be reasonably requested by JPM Bank, in its capacity as administrative agent for the Facility;

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The Debt Financing Arrangers shall have received all documentation and other information about Parent that they reasonably determine is required by United States bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;

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Accuracy of representations and warranties made by Parent in the documentation governing the Facility; and

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Absence of any default or event of default under the Facility.

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With respect to drawings on the date of consummation of the Merger:

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Since September 30, 2014, no “Material Adverse Effect” (as defined in the Merger Agreement) shall have occurred;

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The Facility Effective Date shall have occurred on or before the date of consummation of the Merger;

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Delivery of a borrowing notice;

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The accuracy of certain specified representations and warranties made by Cubist in the Merger Agreement and by Parent in the documentation governing the Facility;

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The Merger shall be consummated in accordance with the terms of the Merger Agreement; and

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Payment of fees and expenses required to be paid to the Debt Commitment Parties and the lenders under the Facility on or before the date of consummation of the Merger.

Facility

The Facility will include, among other things, the following terms:

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Interest Rate. The Bridge Loans will bear interest at a rate per annum equal to, at Parent’s election, either (i) the base rate (defined as the greatest of (a) the prime rate publicly announced by JPM Bank, (b) the federal funds effective rate from time to time plus 0.50% and (c) one month LIBOR plus 1.0%) plus an applicable margin that will range from 0.0% to 0.625% per annum based on the Parent’s credit ratings by Moody’s and S&P (and will increase within such range every three months following the consummation of the Merger) or (ii) LIBOR (adjusted for statutory reserve requirements) plus an applicable margin that will range from 0.75% to 1.625% per annum based on the Parent’s credit ratings by Moody’s and S&P (and will increase within such range every three months following the consummation of the Merger).

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Mandatory Prepayments and Commitment Reductions. Mandatory prepayments of the Bridge Loans (or (a) prior to any funding of the Bridge Loans, commitment reductions, and (b) after any funding of the Bridge Loans and during the Revolving Period, mandatory prepayments together with a dollar-for-dollar termination of commitments) will be required in connection with (i) certain asset sales, (ii) certain equity offerings and (iii) incurrence of certain indebtedness.

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At 5:00 p.m., New York City time, on the later to occur (i) the date of consummation of the Merger (but in any event no later than June 6, 2015) and (ii) the last day of the Revolving Period, any undrawn Commitments will automatically terminate.

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Other Terms. The documentation governing the Facility will contain customary representations and warranties and customary affirmative and negative covenants, including, among other things, limitations on liens, indebtedness, mergers, consolidations and sales of assets. Such documentation will also include customary events of default. The Facility will also limit the use of proceeds of the Bridge Loans and of any commercial paper issued by Parent that is backstopped by the Facility.

The foregoing summary of certain provisions of the Debt Commitment Letter and all other provisions of the Debt Commitment Letter discussed herein do not purport to be complete and are qualified in their entirety by reference to the Debt Commitment Letter, a copy of which is filed as Exhibit (b)(1) to the Schedule TO filed with the SEC and incorporated herein by reference. The documentation governing the Facility has not been finalized and, accordingly, the actual terms of the Facility may differ from those described in this document. It is currently anticipated that Parent will repay amounts, if any, drawn under the Facility as promptly as practicable following the Effective Time.

10. Background of the Offer; Past Contacts or Negotiations with Cubist.

The information set forth below regarding Cubist not involving Parent or Purchaser was provided by Cubist, and none of Parent, Purchaser or any of their affiliates or representatives takes any responsibility for the accuracy or completeness of any information regarding meetings or discussions in which none of Parent, Purchaser or any of their affiliates or representatives participated.

Background of the Offer

The following is a description of material contacts between representatives of Parent or Purchaser with representatives of Cubist that resulted in the execution of the Merger Agreement. For a review of Cubist’s additional activities, please refer to Cubist’s Schedule 14D-9 that will be filed with the SEC and mailed to all Cubist stockholders.

On October 1, 2013, Parent announced a global initiative to sharpen its commercial and R&D focus. The multi-year initiative will enable Parent to better target its resources behind those opportunities that have the potential to deliver the greatest return on investment. With Parent’s long-standing leadership in anti-infective as well as its customer-focused operating model, Parent identified the hospital acute care segment as one of the Parent’s key priority areas. To further this goal, Parent continues to regularly evaluate and search for opportunities to strengthen and complement its internal capabilities and consider potential transactions including acquisitions and licensing arrangements.

In September, 2014, Parent identified Cubist as a compelling addition to enhance its acute hospital care business. On September 23, 2014, the potential acquisition of Cubist was discussed with Parent’s Board of Directors, as one that Parent wanted to advance. In early October, Parent retained Hughes Hubbard & Reed LLP (who we refer to as “Hughes Hubbard”) to act as it legal counsel and J.P. Morgan Securities LLC (who we refer to as “JP Morgan”) to act as its financial advisor. In mid-November, Parent also retained Deutsche Bank Securities Inc. (who we refer to as “Deutsche Bank”) to act as its financial advisor.

During the first half of 2014, Parent began participating in the Company’s process to consider possible partnering arrangements outside of the United States related to ceftolozane/tazobactam. On May 5, 2014, Parent and the Company entered into a confidentiality agreement in connection with those discussions and between May and September 2014, Parent and the Company shared certain confidential information and held several meetings related to the possible partnership. These discussions did not lead to any arrangement between Parent and the Company.

On October 7, 2014, Kenneth C. Frazier, Parent’s Chairman and Chief Executive Officer, called Mr. Bonney to discuss Parent’s interest in a potential strategic transaction with the Company. Mr. Frazier and Mr. Bonney agreed to meet in person later in the week to continue their conversation.

On October 8, 2014, Mr. Frazier and Mr. Bonney attended a dinner meeting in New York City. Mr. Frazier expressed Parent’s interest in potentially acquiring the Company at a per Share price in “the high 80’s.” Mr. Bonney responded that, while he would convey that proposal to the Company Board, based on prior discussions of the Company Board, he was of the opinion that Parent’s proposed price range likely would be considered insufficient to warrant the Company Board authorizing further discussions. Mr. Frazier indicated that Parent’s proposal was preliminary and based on public information, but that Parent might be able to raise the proposed price based on additional diligence.

On October 9, 2014, Mr. Frazier sent Mr. Bonney an email requesting a management meeting and due diligence calls regarding patent infringement lawsuits filed by the Company against Hospira, Inc. (which we refer to as “Hospira”), regulatory interactions concerning ceftolozane/tazobactam, and tax matters.

On October 16, 2014, Mr. Bonney called Mr. Frazier to discuss the Company Board’s feedback in response to Parent’s stated interest in a potential strategic transaction. Mr. Bonney explained that it was not an optimal time for the Company to engage in strategic discussions and risk distracting management from the pending ceftolozane/tazobactam launch and derailing the execution of the leadership transition. Consequently, as instructed by the Company Board, Mr. Bonney informed Mr. Frazier that the Company would continue discussions with Parent only if Parent was prepared to move quickly, to propose consideration payable to stockholders of the Company in excess of $100.00 per Share, and to provide assurance that any definitive transaction document would not be conditioned on the outcome of, or include closing conditions based on the Company’s litigation with Hospira or regulatory decisions about ceftolozane/tazobactam. Mr. Frazier responded that he needed to discuss these terms with Parent’s senior management and consult Parent’s Board of Directors (the “Parent Board”).

On October 21, 2014, Parent convened a meeting of Parent’s senior management during which those in attendance discussed the status of the discussions with Cubist and reviewed a preliminary valuation analysis of Cubist, following which a discussion ensued about the possibility of presenting Cubist with a revised indicative proposal.

On October 23, 2014, Mr. Bonney and Mr. Frazier had two telephone conversations to discuss the potential business combination. Mr. Frazier stated that Parent remained interested in a transaction, and Parent’s senior management team and the Parent Board wanted to continue the discussions. Mr. Frazier described for Mr. Bonney certain of Parent’s assumptions for the combined businesses and identified certain key areas for further due diligence that Parent would require before signing a definitive agreement, including long-term tax planning, the Company’s pending litigation with Hospira, and the regulatory dialogue regarding ceftolozane/tazobactam. Mr. Frazier also indicated that Parent was prepared to offer between $95.00 and $100.00 per Share, with a portion of that price contingent on the outcome of the Hospira litigation. Mr. Frazier indicated that Parent was willing to accept certain regulatory risk in connection with the potential transaction, but was unwilling to assume all of the risk related to the outcome of the Hospira litigation. Mr. Bonney responded that the deal parameters laid out by Mr. Frazier did not meet each of the conditions set forth by the Company Board, but that he would review Parent’s proposal with the Company Board.

On October 25, 2014, Mr. Bonney informed Mr. Frazier that the Special Committee had discussed Parent’s most recent proposal and considered it inadequate with respect to both price and the proposed contingency associated with the outcome of the Hospira litigation. Mr. Bonney offered to facilitate a discussion between Parent and the Company’s outside patent litigation counsel regarding the status of the Hospira litigation, subject to Parent first entering into an appropriate confidentiality agreement with the Company.

On October 28, 2014, the Company sent Parent a draft confidentiality agreement that included standstill provisions in anticipation of a planned in-person meeting between the parties scheduled for November 3, 2014.

On October 31, 2014, the Parent Board held a meeting during which Parent’s management provided an update regarding discussions with Cubist, reviewed a preliminary valuation analysis of Cubist, discussed the strategic rationale for pursuing a transaction with Cubist, and then discussed an indicative proposal at a price per Share between $95.00 and $100.00 in cash.

On November 3, 2014, the Company and Parent executed a confidentiality agreement, which included customary standstill provisions that would survive for a period of 12 months. Subsequently, Mr. Bonney and Mr. DesRosier met with Mr. Frazier and Mr. Kuhlik at Parent’s headquarters, with the discussion focused primarily on the status of the Hospira litigation. Mr. Frazier reinforced his prior statements to Mr. Bonney about the strategic value of a potential combination of the Company and Parent and indicated that Parent was willing to meet the Company’s condition that the per Share price be in excess of $100.00 and that a definitive agreement would not include conditionality related to the Hospira litigation or the regulatory status of ceftolozane/tazobactam. The parties also agreed to arrange diligence meetings with their respective teams to discuss certain long-term tax issues and with the Company’s outside patent litigation counsel to discuss the Hospira litigation. Mr. Frazier stated that, if the diligence meetings were satisfactory, Parent would make a specific, non-binding offer to acquire the Company.

On November 4, 2014, representatives of the Company and Parent held a telephonic meeting to discuss tax matters relating to the Company.

On November 6, 2014, representatives of the Company, external patent litigation counsel to the Company, and representatives of Parent held a telephonic diligence meeting about the Hospira litigation, including the potential outcome and timing of a district court decision. The Company also presented to Parent language for a definitive agreement between the parties excluding conditionality regarding the outcome of the Hospira litigation or regulatory action related to ceftolozane/tazobactam.

On November 10, 2014, Mr. Bonney and Mr. Frazier spoke with each other on a telephone call. Mr. Frazier stated that Parent was prepared to make a non-binding all-cash proposal of $102.00 per Share and would accept the Company’s language presented on November 6, 2014. Mr. Frazier indicated that he would follow up with a letter memorializing that non-binding proposal.

On November 12, 2014, Mr. Frazier delivered a letter to Mr. Bonney memorializing Parent’s non-binding proposal from November 10, 2014. Parent’s letter proposed a $102.00 per Share cash price with no financing conditions, accepted the Company’s requirements with respect to closing conditionality, and requested to move forward promptly with management presentations and due diligence. After receiving Parent’s letter, the Company scheduled a management presentation, which was given to Parent in Cambridge, Massachusetts on November 14, 2014.

Later on November 12, 2014, Mr. Bonney replied to Mr. Frazier by letter, noting that while Parent had satisfied the Company Board’s price requirement to commence due diligence, the Company Board had not yet agreed to sell the Company at $102.00 per Share, and that Parent would likely need to increase its offer before a deal could be reached. Mr. Bonney’s letter also confirmed that Parent’s agreement that the definition of “material adverse effect” in any definitive agreement between the Company and Parent would exclude developments with respect to the potential regulatory approval of ceftolozane/tazobactam and any outcome in the Hospira litigation.

On November 14, 2014, the management teams of Parent and the Company held a meeting in Cambridge, Massachusetts. At the meeting, the Company and Parent signed an amendment to their existing confidentiality agreement to expand Parent’s access to certain non-competitively sensitive information related to the Company’s ceftolozane/tazobactam program. The Company management also shared a presentation about the Company’s long range plans with an emphasis on the Company’s late-stage assets and discovery programs.

On November 18, 2014, Mr. Bonney and Mr. Frazier discussed the diligence process and potential timing of a transaction between the Company and Parent. Mr. Frazier indicated that Parent desired to announce a transaction by the end of November or early December and that Parent wanted to discuss retention of the Company’s key employees.

On November 19, 2014, Parent and its financial advisors were given access to a virtual data room containing confidential information about Cubist. Cubist also distributed a draft merger agreement to Parent and its legal and advisors on the same day.

On November 20, 2014, Mr. Bonney spoke with Mr. Frazier to discuss Parent’s progress on diligence.

On November 24, 2014, Ropes & Gray had separate discussions with Hughes Hubbard. The discussions addressed the status of the process, the treatment of the Company’s convertible notes and contingent value rights in connection with a potential transaction, and other issues presented in the draft merger agreement. Also on November 24, 2014, representatives of Morgan Stanley and Goldman Sachs contacted representatives from JP Morgan requesting that Parent submit a formal proposal including a markup of the draft merger agreement, by December 1, 2014. Without specificity, JP Morgan was informed that a similar request was being communicated to other potential bidders.

On November 25, 2014, the Parent Board held a meeting during which Parent’s management provided an update regarding discussions with Cubist, reviewed a valuation analysis of Cubist, and then discussed the strategic rationale for pursuing a transaction with Cubist. The Parent Board authorized Parent’s management to continue to pursue the potential transaction with Cubist.

On November 26, 2014, Mr. Bonney spoke with Mr. Frazier. Mr. Frazier reiterated Parent’s interest in acquiring the Company and committed to submit a formal bid and a marked-up merger agreement on December 1, 2014. Mr. Bonney told Mr. Frazier that Cubist’s senior management and the Company Board would reach a decision on whether to sell the Company or continue on an independent path shortly after December 1, 2014.

On November 29, 2014, Mr. Frazier contacted Mr. Bonney to request additional assistance regarding certain aspects of Parent’s diligence, including information about the status of the Company’s discussions with the FDA regarding labelling of ceftolozane/tazobactam, information relating to the status of certain manufacturing related items, and the absence of certain agreements from the Company’s electronic data room. Mr. Bonney confirmed that the applicable contracts were in the data room and offered to respond to any other material diligence requests from Parent.

On November 30, 2014, Mr. Frazier informed Mr. Bonney that Parent remained committed to completing a transaction.

On December 1, 2014, Parent submitted to Mr. Bonney a non-binding proposal to acquire the Company for $102.00 per Share. Parent’s proposal requested a response from the Company by Tuesday, December 2, 2014, and asked that the Company commit to working exclusively with Parent to finalize the definitive transaction documentation related to the transaction. Hughes Hubbard also provided to Ropes & Gray a revised draft of the merger agreement and the Company’s disclosure letter. The revised merger agreement provided, among other things, that the Company would owe Parent a termination fee equal to 3.5% of the equity value of the transaction (excluding the value of the Company’s outstanding convertible notes) under certain circumstances and would be required to reimburse Parent’s expenses up to 1% of the equity value of the transaction in the event the merger agreement was terminated due to a failure of holders of more than 50% of the Company’s outstanding common stock to tender into the Offer.

On December 2, 2014, Mr. Bonney called Mr. Frazier to discuss Parent’s proposal and to inform him that if Parent were to increase its price to at least $105.00 per Share, he would advocate that the Company Board support a transaction. Mr. Frazier responded that he did not have authority to raise the price over $102.00 per Share, but he agreed to share Mr. Bonney’s message with the Parent Board and other members of Parent’s management team.

Later on December 2, 2014, Ropes & Gray and Hughes Hubbard held a telephonic conference to discuss the terms of the proposed merger agreement. Between December 2, 2014 and December 7, 2014, the Company, Parent, and their respective representatives continued to negotiate various terms of the proposed merger agreement, including the termination fee, the no-shop and termination provisions, and the definition of “Material Adverse Effect,” and to negotiate the Company’s disclosure letter. Parent and its advisors also continued to submit diligence requests to which the Company responded.

On December 3, 2014, Mr. Frazier contacted Mr. Bonney and informed him that $102.00 per Share was the highest price that the Parent Board would agree to offer for the Company.

On December 4, 2014, the Company Board held a meeting attended by certain members of the Company’s senior management and representatives of Goldman Sachs, Morgan Stanley, and Ropes & Gray. At the conclusion of the meeting, the Company Board instructed senior management and the Company’s legal advisors to inform Parent that the Company Board was willing to pursue Parent’s proposed acquisition at $102.00 per Share subject to the parties continuing to negotiate the proposed merger agreement in order for the Company Board to be in a position to approve the transaction on December 7, 2014.

On December 7, 2014, the Company Board held a telephonic meeting attended by all of the members of the Company Board, certain members of the Company’s senior management, and representatives of Goldman Sachs, Morgan Stanley, and Ropes & Gray, at which the Company Board (i) unanimously determined that the terms of the Merger Agreement, the Offer, the Merger and the other associated transactions were fair to, and in the best interests of, the Company and its stockholders; (ii) approved, declared advisable, and adopted the Merger Agreement; (iii) determined to recommend that the holders of Shares tender their Shares into the Offer; and (iv) approved the amendment to the bylaws of the Company to implement the forum selection bylaw provision.

On December 8, 2014, the Company and Parent executed the Merger Agreement. Before the opening of trading on The NASDAQ Stock Market LLC on December 8, 2014, the Company and Parent issued a joint press release announcing the proposed merger. Also on December 8, 2014, the United States District Court of Delaware issued a ruling in the Hospira litigation, which included a decision adverse to the Company with respect to certain of its patents.

Past Contacts, Transactions, Negotiations and Agreements.

For more information on the Merger Agreement and the other agreements between Cubist and Purchaser and their respective related parties, see Section 8 — “Certain Information Concerning Parent and Purchaser,” Section 9 — “Source and Amount of Funds” and Section 11 — “The Merger Agreement”

11. The Merger Agreement.

The following summary of certain provisions of the Merger Agreement and all other provisions of the Merger Agreement discussed herein are qualified by reference to the Merger Agreement itself, which is incorporated herein by reference. We have filed a copy of the Merger Agreement as Exhibit (d)(1) to the Schedule TO. The Merger Agreement may be examined and copies may be obtained at the places and in the manner set forth in Section 8 — “Certain Information Concerning Parent and Purchaser.” Stockholders and other interested parties should read the Merger Agreement for a more complete description of the provisions summarized below. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Merger Agreement.

This summary of the Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about Parent, Purchaser or Cubist, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Offer or the Merger. The Merger Agreement contains representations and warranties that are the product of negotiations among the parties thereto and made to, and solely for the benefit of, each other as of specified dates. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties and are also qualified in important part by a confidential disclosure schedule delivered by Cubist to Parent in connection with the Merger Agreement. The representations and warranties may have been made for the purpose of allocating contractual risk between the parties to the agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.

The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date of the Merger Agreement. Purchaser’s obligation to accept for payment and pay for Shares validly tendered in the Offer is subject to the satisfaction of the Minimum Tender Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer.” Subject to the satisfaction of the Minimum Tender Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will accept for payment and pay for all Shares validly tendered and not properly withdrawn in the Offer promptly after the scheduled Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement.

Purchaser expressly reserves the right to waive any Offer Condition or modify or amend the terms of the Offer, including the Offer Price, except that Cubist’s prior written consent is required for Parent and Purchaser to:

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decrease the Offer Price or change the form of consideration payable in the Offer;

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decrease the number of Shares sought pursuant to the Offer;

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amend or waive the Minimum Tender Condition;

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add to the Offer Conditions;

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modify the Offer Conditions in a manner adverse to the holders of Shares;

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extend the Expiration Date of the Offer other than any extension pursuant to and in accordance with the Merger Agreement;

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make any other change in the terms or conditions of the Offer that is adverse to the holders of Shares; or

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increase the Offer Price by an increment of less than $0.25.

The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer and in which Parent is required to cause Purchaser to extend the Offer. Specifically, the Merger Agreement provides that Purchaser will extend the Offer:

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for one or more periods of time of up to 10 business days per extension if at any scheduled Expiration Date any of the Offer Conditions is not satisfied and has not been waived; and

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for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof or NASDAQ applicable to the Offer.

However, Purchaser is not required to, nor may, without the prior written consent of Cubist, extend the Offer beyond April 7, 2015 or such later date as it may be extended until June 6, 2015 (which we refer to as the “Outside Date”).

Purchaser will, and Parent will cause Purchaser to, promptly (and in any event within 24 hours of such termination) terminate the Offer and will not acquire any Shares pursuant thereto, if the Merger Agreement is terminated pursuant to the Merger Agreement. Purchaser is not otherwise allowed to terminate the Offer without the prior written consent of Cubist other than in connection with the termination of the Merger Agreement.

Board of Directors and Officers. Under the Merger Agreement, subject to applicable law, Parent, Purchaser and Cubist have agreed that the directors of Purchaser immediately prior to the Effective Time will be the initial directors of the surviving corporation, and the officers of Purchaser immediately prior to the Effective Time will be the initial officers of the surviving corporation, in each case until the earlier of his or her resignation or removal or until his or her successor is duly elected and qualified.

The Merger. The Merger Agreement provides that, following consummation of the Offer and subject to the terms and conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Purchaser will be merged with and into Cubist, and, as a result of the Merger, the separate corporate existence of Purchaser will cease, and Cubist will continue as the survivor of the Merger. The Merger will be governed by Section 251(h) of the DGCL and will be effected as soon as practicable following the consummation of the Offer upon the terms and subject to the conditions set forth in the Merger Agreement.

The Certificate of Incorporation and Bylaws of Cubist will by virtue of the Merger, each be amended and restated in its entirety (in the forms attached to the Merger Agreement), and as so amended, will be the certificate of incorporation and bylaws of the surviving corporation at the Effective Time.

The obligations of Cubist, Parent and Purchaser to complete the Merger are subject to the satisfaction or waiver of each of the following conditions:

•

No order, injunction or decree issued by any governmental entity of competent jurisdiction preventing the consummation of the Merger will be in effect. No statute, rule, regulation, order, injunction or decree has been enacted, entered, promulgated or enforced (and still be in effect) by any governmental entity that prohibits or makes illegal consummation of the Merger; or

•

Purchaser has irrevocably accepted for purchase the Shares validly tendered (and not properly withdrawn) pursuant to the Offer.

Conversion of Capital Stock at the Effective Time. Shares issued and outstanding immediately prior to the Effective Time (other than Shares held in the treasury of Cubist or owned by any subsidiary of Cubist or Shares held by Parent, Purchaser or any other subsidiary of Parent or Purchaser) will be converted at the Effective Time into the right to receive the Offer Price, without interest (which we refer to as the “Merger Consideration”) and subject to any withholding of taxes as required by applicable law.

Each share of Purchaser’s common stock issued and outstanding prior to the Effective Time will be converted into one share of common stock of the surviving corporation.

Treatment of Equity Awards. The Merger Agreement requires the Cubist Board (or, if appropriate, any committee administering the Company Equity Plans) to take such actions as may be required to provide that:

•

each Company Stock Option and each Company Equity Award (other than the options under Cubist’s 2014 Employee Stock Purchase Plan (which we refer to as “ESPP”)) that is outstanding immediately prior to the Acceptance Time, whether or not then subject to any performance or other condition, will vest in full at the Acceptance Time (and in the case of performance restricted stock units (which we refer to as “PRSUs”) that remain subject to performance goals as of the Acceptance Time, such performance goals will be deemed to have been achieved such that (A) one-hundred percent (100%) of Shares subject to the PRSUs granted in calendar year 2013, and (B) eighty-three and one-third percent (83.33%) of the maximum number of Shares that may be delivered under the PRSUs granted in calendar year 2014 (the same portion that would be delivered upon achievement at the 100% target level) are earned);

•

each unexercised Company Stock Option that is outstanding prior to the Effective Time will be cancelled and, in exchange thereof, each former holder of such cancelled Company Stock Option will be entitled to receive (without interest) as consideration an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to the Company Stock Option multiplied by (y) the excess, if any, of the Offer Price over the exercise price per Share under such Company Stock Option; and

•

each Company Equity Award, other than a Company Stock Option, that is outstanding immediately prior to the Effective Time will be cancelled and will entitle the holder of such Company Equity Award to receive (without interest) an amount in cash (less applicable tax withholdings) calculated equal to the product of (x) the number of Shares subject to (or deliverable under) such Company Equity Award immediately prior to the Effective Time multiplied by (y) the Offer Price.

Parent will cause the surviving corporation to make such payments as promptly as practicable after the Effective Time, and in any event no later than 10 business days after the Effective Time, in accordance with the foregoing and the terms of the applicable Company Equity Plans pursuant to which they were issued. Prior to the Acceptance Time, Cubist will provide written notice to all holders of Company Equity Awards, in a form reasonably satisfactory to Parent, describing the treatment of such Company Equity Awards and will permit each holder of a Company Stock Option who desires to exercise all or any portion of any such Company Stock Option following receipt of such notice to exercise such Company Stock Option prior to the Acceptance Time.

Treatment of ESPP. The ESPP will continue to be operated in accordance with its terms and past practice for the last Option Period (as defined in the ESPP) to begin prior to the date of the Merger Agreement (which we refer to as the “Current Option Period”); provided that, Cubist will take action (to the extent necessary) (i) to provide that only participants in the ESPP for the Current Option Period may continue to participate in the ESPP for the remainder of the Current Option Period; and (ii) to provide for an earlier Exercise Date (“Early ESPP Exercise Date”), if the Acceptance Time is expected to occur prior to the Exercise Date (as defined in the ESPP) for the Current Option Period. The Early ESPP Exercise Date will be as close to the Acceptance Time as is administratively practicable, and Cubist will notify each participant in writing prior to the Early ESPP Exercise Date, that the Exercise Date for the Current Option Period has been changed to the Early ESPP Exercise Date

and that his or her Option (as defined in the ESPP) will be exercised automatically on the Early ESPP Exercise Date, unless prior to such date he or she has withdrawn from the Option Period in accordance with Section 13 of the ESPP. Cubist will suspend the commencement of any future Option Periods under the ESPP unless and until the Merger Agreement is terminated and will terminate the ESPP as of the Acceptance Time.

Representations and Warranties. In the Merger Agreement, Cubist has made representations and warranties to Parent and Purchaser with respect to, among other things:

•

corporate matters, such as organization, organizational documents, standing, qualification, power and authority;

•

capitalization;

•

authority;

•

no violations of organizational documents or applicable law, and required consents and approvals;

•

financial statements and SEC filings;

•

contracts;

•

real properties;

•

intellectual property;

•

compliance with laws;

•

certain changes or events;

•

litigation;

•

employees and employee benefit plans, including ERISA and certain related matters;

•

labor and employment matters;

•

insurance;

•

tax matters;

•

environmental matters;

•

affiliate transactions;

•

Schedule 14D-9 and Offer Documents;

•

the opinion of financial advisors;

•

brokers and certain fees; and

•

takeover laws.

Some of the representations and warranties in the Merger Agreement made by Cubist are qualified as to “materiality” or “Material Adverse Effect” or by knowledge. For purposes of the Merger Agreement, a “Material Adverse Effect” means any change, effect, event or occurrence that has, or is reasonably likely to have, a material adverse effect on (a) the business, condition (financial or otherwise), operations or results of operations, properties, assets or liabilities of Cubist and its subsidiaries, taken as a whole, or (b) the ability of Cubist to consummate the Merger prior to the Outside Date; provided, however, that for purposes of clause (a), (I) any action described on Section 4.1(a) of the Company Disclosure Letter will be deemed to constitute a Material Adverse Effect (the actions described therein relate to the Company selling or offering to sell Zerbaxa to customers in the United States at a wholesale acquisition cost per vial not within the represented range set forth in that Section); and (II) any changes, effects, events or occurrences resulting from the following will not be

deemed to constitute a Material Adverse Effect and will be disregarded when determining whether a Material Adverse Effect has occurred or is reasonably likely to occur:

(i)

changes generally affecting the United States or foreign economies, financial or securities markets or political, legislative or regulatory conditions or changes in the industries in which Cubist operates;

(ii)

the execution, announcement or pendency of the Merger Agreement or the transactions contemplated thereby;

(iii)

any change in the market price or trading volume of the Shares, in and of itself (provided that the exception in this clause (iii) shall not prevent or otherwise affect a determination that any change, effect, or development underlying such decline has resulted in or contributed to a Material Adverse Effect);

(iv)

acts of war or terrorism (or the escalation of the foregoing) or natural disasters or other force majeure events;

(v)

changes in any Laws or regulations applicable to Cubist or applicable accounting regulations or principles thereof;

(vi)

the performance of the Merger Agreement and the transactions contemplated hereby, including compliance with covenants set forth herein, or any action taken or omitted to be taken by Cubist at the request or with the prior written consent of Parent or Purchaser;

(vii)

any legal proceedings commenced by or involving any current or former stockholders of Cubist (on their own or on behalf of Cubist) arising out of or related to the Merger Agreement or the transactions contemplated hereby;

(viii)

matters listed on the Company Disclosure Letter, including Section 6.1 thereof (relating to interim operating covenants);

(ix)

any failure by Cubist to meet any internal or analyst projections or forecasts or estimates of revenues, earnings or other financial metrics for any period, in and of itself (provided that the exception in this clause (ix) shall not prevent or otherwise affect a determination that any change, effect, or development underlying such failure has resulted in or contributed to a Material Adverse Effect);

(x)

any decision or action with respect to the new drug application or equivalent foreign marketing application for ceftolozane/tazobactam by the United States Food and Drug Administration (which we refer to as the “FDA”) or any analogous foreign governmental entity, as applicable, including the expectation and timing of any such action, the proposed or actual label, or any requirement to conduct additional clinical studies or implement a risk evaluation and mitigation strategy or risk management plan, or the proposed or established pricing (to the extent resulting from an action described on Section 4.1(b) of the Company Disclosure Letter) or reimbursement of ceftolozane/tazobactam (without limitation of clause (I) of this proviso); or

(xi)

any decision or action with respect to Cubist’s litigation in the U.S. District Court for the District of Delaware related to Hospira, Inc.’s applications to the FDA seeking approval to market generic versions of CUBICIN.

except in the cases of the foregoing clauses (i) or (iv), to the extent that Cubist is disproportionately adversely affected thereby as compared with other companies in the industries in which Cubist operates.

In the Merger Agreement, Parent and Purchaser have made representations and warranties to Cubist with respect to:

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corporate matters, such as organization, standing, qualification, power and authority;

•

authority relative to the Merger Agreement;

•

required consents and approvals, and no violations of laws, or agreements;

•

litigation;

•

information supplied for purposes of the offer documents and Schedule 14-D-9;

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brokers and certain expenses;

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the operations of Purchaser;

•

Share ownership;

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required votes or approvals;

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available funds;

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investigations by Parent and Purchaser; and

•

agreements between Parent or Purchaser and any affiliate of Parent on the one hand, and any member of the Cubist Board or officers or employees of Cubist or its subsidiaries, on the other hand.

Some of the representations and warranties in the Merger Agreement made by Parent and Purchaser are qualified as to “materiality” or “Purchaser Material Adverse Effect” or the ability to consummate the transactions contemplated by the Merger Agreement. “Purchaser Material Adverse Effect” means any change, effect, event or occurrence, individually or in the aggregate, that has, or would reasonably be expected to have, a material adverse effect on the ability of Parent or Purchaser to timely perform its obligations under the Merger Agreement or to timely consummate the transactions contemplated thereby.

None of the representations and warranties of the parties to the Merger Agreement contained in the Merger Agreement or in any instrument delivered pursuant to the Merger Agreement survive the Effective Time.

Conduct of Business Pending the Merger. From the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, except as consented to in writing by Parent (which consent will not be unreasonably withheld, delayed or conditioned) as expressly provided in or contemplated by the Merger Agreement or as disclosed in Section 6.1 of the Company Disclosure Letter or in Cubist’s filings with the SEC since January 1, 2012, Cubist and its subsidiaries will conduct its operations according to the ordinary course of business and, to the extent consistent with the foregoing, Cubist and its subsidiaries will use their respective commercially reasonable efforts to preserve their business organizations substantially intact, maintain satisfactory relationships with Governmental Entities, customers and suppliers having significant business dealings with them and keep available the services of their key employees.

Cubist has further agreed that, from the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, except as expressly provided for by the Merger Agreement or as disclosed prior to execution of the Merger Agreement in the Company Disclosure Letter, Cubist will not, and will cause its subsidiaries not to, among other things and subject to specified exceptions (including specified ordinary course exceptions):

•

amend or otherwise change its certificate of incorporation or bylaws or any similar governing instruments;

•

issue, deliver, sell, pledge, dispose of or encumber any Company securities or other rights of any kind to acquire or receive any Company securities (except for certain permitted issuances);

•

declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for any dividend or distribution by a subsidiary to Cubist or another subsidiary of Cubist) or enter into any agreement with respect to the voting of its capital stock;

•

adjust, recapitalize, reclassify, combine, split, subdivide, redeem, purchase or otherwise acquire any shares of capital stock or other equity interests of Cubist (other than certain permitted acquisitions);

•

make or offer to make any material acquisition, by means of a merger or otherwise, of any business, assets or securities, or any material sale, lease, encumbrance or other disposition of any business, assets or securities, in each case other than (i) in the ordinary course of business consistent with past practice or (ii) in individual transactions involving less than $5 million in assets;

•

enter into, amend in any material respect, renew, terminate, or grant any release or relinquishment of any material rights under, any “Material Contract” (or Contract that would be a Material Contract if entered into prior to the date hereof), in each case, other than in the ordinary course of business consistent with past practice;

•

grant, transfer, convey or assign to any person any material right, title or interest in or to any Intellectual Property that is material to Cubist’s right to exploit the product known as “Zerbaxa” or to prevent others from doing so, including by way of license or other similar grant of rights;

•

authorize or make any capital expenditures in excess of more than $5 million above the amounts reflected in Cubist’s capital expenditure budget;

•

incur or modify in any material respect the terms of any indebtedness for borrowed money of Cubist or any of its subsidiaries, or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, any indebtedness for borrowed money of any other person, or make any loans, advances or capital contributions to, or investments in, any other person (other than subsidiaries of Cubist) outside the ordinary course of business, in any such case in excess of $25 million in the aggregate;

•

except as contemplated by Section 3.2 of the Merger Agreement or as required pursuant to a Company Plan in effect on the date of the Merger Agreement or as required by applicable law (i) establish, adopt, enter into, amend (other than non-material routine amendments to the Company Plans in the ordinary course of business consistent with past practice) or terminate any Company Plan, or adopt or enter into any other employee benefit plan, policy, agreement or arrangement that would be considered a Company Plan if it were in existence on the date of the Merger Agreement; (ii) grant any increases in the compensation, perquisites or benefits to officers, directors, employees or consultants of Cubist or its subsidiaries, other than associated with annual merit-based pay increases to employees of Cubist or its subsidiaries who are non-executive officers in the ordinary course of business consistent with past practice and that do not exceed 3.5% per individual and 3.5% in the aggregate; (iii) grant or provide any bonus, severance, termination, change of control, or retention payments or benefits to, or increase in any manner the bonus, severance, termination, change of control, or retention payments or benefits of, officers, directors, employees or consultants of Cubist or its subsidiaries; (iv) grant, modify or amend any equity or equity-based awards that may be settled in Shares or any other securities of Cubist or its subsidiaries; (v) accelerate, or take any action to accelerate, the vesting or payment of any compensation or benefits under any Company Plan; or (vi) hire any employee or officer with an annual base salary in excess of $125,000 (other than the hiring of any employees or officers to replace any employees or officers who left Cubist or its subsidiaries after the date of the Merger Agreement or in fulfillment of open job requisitions on the date of the Merger Agreement), or terminate the employment of any employee of Cubist or its subsidiaries other than for cause (as determined in the ordinary course of business consistent with past practice);

•

except as required by applicable law, enter into, adopt or amend any collective bargaining agreement or other agreement with a labor union, works council or similar organization;

•

make any material change in any accounting principles, except as may be appropriate to conform to changes in statutory or regulatory accounting rules or GAAP or regulatory requirements with respect thereto;

•

compromise, settle or agree to settle any material Proceeding other than, among other things, compromises, settlements or agreements that involve only the payment of monetary damages of less than $5 million or proceedings relating to the Merger Agreement;

•

make or change any material tax election, change any tax accounting period for purposes of a material tax or material method of tax accounting, file any material amended tax return, settle or compromise any audit or proceeding relating to a material amount of taxes, except in the ordinary course of business agree to an extension or waiver of the statute of limitations with respect to a material amount of taxes, or surrender any right to claim a material tax refund;

•

invest cash or cash equivalents other than (i) in the ordinary course or (ii) in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively; or

•

agree to take any action described in the points above.

Access to Information. From and after the date of the Merger Agreement until the Effective Time, Cubist will use commercially reasonable efforts upon reasonable advance notice to (i) give Parent and Purchaser and their respective representatives reasonable access during normal business hours to relevant employees and facilities and to relevant books, contracts and records (including tax returns) of Cubist and its subsidiaries, (ii) permit Parent and Purchaser to make such non-invasive inspections as they may reasonably request, and (iii) cause its and its subsidiaries’ officers to furnish Parent and Purchaser with such financial and operating data and other information with respect to the business, properties and personnel of Cubist as Parent or Purchaser may from time to time reasonably request subject to certain exceptions.

Directors’ and Officers’ Indemnification and Insurance. Parent and Purchaser will cause the surviving corporation’s certificate of incorporation and bylaws to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation from liabilities of present and former directors, officers and employees of Cubist than are currently provided in the Certificate of Incorporation and Bylaws, which provisions will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such individuals until the later of (i) the expiration of the statutes of limitations applicable to such matters and (ii) six years from the Effective Time. Cubist will purchase a six-year “tail” prepaid policy on the directors’ and officers’ liability insurance policies with respect to claims arising from facts or events that existed or occurred prior to or at the effective time on terms and conditions at least as protective as the directors’ and officers’ liability insurance policies in effect on the date of the Merger Agreement. However, the surviving corporation will not be required to pay an aggregate annual premium for such insurance policies in excess of 300% of the annual amount currently paid by Cubist for such coverage.

Reasonable Best Efforts. Each of Cubist, Parent and Purchaser will use their respective reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable under the applicable laws to consummate the Offer, the Merger and the other transactions contemplated by the Merger Agreement. Each of Cubist, Parent and Purchaser agreed to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required by applicable foreign antitrust laws with respect to the Merger as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided, that the filing of a Notification and Report Form pursuant to the HSR Act will be made within 10 business days after the date of the Merger Agreement), and (ii) to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Law. The parties will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party to the Merger Agreement in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties to the

Merger Agreement agree (A) to give each other reasonable advance notice of all meetings with any governmental entity relating to any Antitrust Laws, (B) to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any governmental entity relating to any Antitrust Laws, (D) if any governmental entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a governmental entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any governmental entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Notwithstanding anything in the Merger Agreement to the contrary, Parent agrees, and will cause each of its subsidiaries and affiliates, to take any and all actions necessary to obtain any consents, clearances or approvals required under or in connection with the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any Antitrust Laws to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any governmental entity, in each case, to cause the Merger to occur prior to the Outside Date, including but not limited to (1) promptly complying with or modifying any requests for additional information (including any second request) by any governmental entity, (2) if necessary to obtain clearance by any governmental entity before the Outside Date, offering, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, license or other disposition of any and all of the capital stock, assets, rights, products or businesses of the Parent and its subsidiaries and any other restrictions on the activities of Parent and its subsidiaries and (3) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any party to the Merger Agreement to consummate the Offer and the Merger and taking other actions to prevent the entry, enactment or promulgation thereof. Each party will bear its own expenses and costs incurred by such party in connection with any HSR Act filings or other such competition filings and submissions which may be required by such party for the consummation of the Offer and the Merger pursuant to the Merger Agreement.

In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a governmental entity challenging the Offer or the Merger, each of Parent, Purchaser and Cubist will cooperate in all respects with each other and will use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Offer or the Merger.

Prior to the Acceptance Time, each party will use reasonable best efforts to obtain any consents, approvals or waivers of third parties with respect to any contracts to which it is a party as may be necessary for the consummation of the transactions contemplated by the Merger Agreement or required by the terms of any Contract as a result of the execution, performance or consummation of the transactions contemplated by the Merger Agreement; provided, that in no event will Cubist or its subsidiaries be required to pay, prior to the Effective Time, any fee, penalty or other consideration to any third party to obtain any consent, approval or waiver required with respect to any such Contract.

Employee Matters. Parent will cause the surviving corporation and each of its subsidiaries, for the period commencing at the Effective Time and ending on (I) December 31, 2015, in the event that the Effective Time occurs before February 28, 2015, and (II) the first anniversary of the Closing Date, in the event that the Effective Time occurs on or after February 28, 2015, to maintain for the individuals employed by Cubist at the Effective Time (the “Current Employees”):

•

base compensation and annual target cash incentive compensation opportunity at least as favorable as at the Effective Time;

•

benefits (excluding severance compensation and benefits and also excluding equity-based compensation and benefits), that are at least as favorable in the aggregate as the benefits maintained for and provided to Current Employees immediately prior to the Effective Time under either the Company Plans or employee benefit plans maintained by Parent or its affiliates, at Parent’s sole discretion; and

•

severance benefits that are no less favorable than the severance benefits provided under the Cubist Pharmaceuticals, Inc. 2014 Severance Plan, effective December 7, 2014.

To the extent that Cubist has not paid 2014 cash bonuses as of the Acceptance Time, and the Acceptance Time occurs on or after December 31, 2014, the surviving corporation will, and Parent will cause the surviving corporation to, pay each Current Employee his or her unpaid 2014 cash bonus under the 2014 Short-Term Incentive Plan (which we refer to as the “STIP”) or the Performance-Based Management Incentive Plan (which we refer to as the “MIP”), as applicable, as determined based upon actual performance. The determination of actual performance and the payment of such bonuses will be made in accordance with the terms and conditions of the STIP or the MIP, as applicable (including, for the avoidance of doubt, any award agreement issued thereunder), under which such bonuses were granted; provided, however, that the maximum aggregate bonus payable under the STIP and the MIP will not exceed one hundred and twenty-five percent (125%) of target for all participants in the STIP and the MIP.

Parent will, and will cause the surviving corporation to, cause service rendered by Current Employees to Cubist and its subsidiaries, if applicable, prior to the Effective Time to be taken into account for vesting and eligibility purposes (but not for accrual purposes, except for vacation and other paid time-off and severance, if applicable) under employee benefit plans of Parent, the surviving corporation and its subsidiaries providing benefits to Current Employees after the Effective Time (but excluding the Company Plans), to the same extent as such service was taken into account prior to the Effective Time under the corresponding Company Plans immediately prior to the Effective Time for those purposes; provided, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. Current Employees will not be subject to any eligibility requirements or pre-existing condition limitations under any employee health benefit plan of Parent, the surviving corporation or its subsidiaries for any condition for which they would have been entitled to coverage under the corresponding Company Plan in which they participated prior to the Effective Time. Parent will, and will cause the surviving corporation and its subsidiaries, to give such Current Employees credit under such employee health benefit plans for any eligible expenses incurred by such Current Employees and their covered dependents under a Company Plan during the portion of the year prior to the Effective Time for purposes of satisfying all corresponding co-payment, co-insurance, deductibles and maximum out-of-pocket requirements applicable to such Current Employees and their covered dependents in respect of the plan year in which the Effective Time occurs.

No later than the Acceptance Time, Cubist will take all actions reasonably necessary, including causing the adoption of resolutions of Cubist’s Board, to terminate the Cubist Pharmaceuticals, Inc. 401(k) Plan (the “Company 401(k) Plan”) and to cause each Current Employee to become 100% vested in such Current Employee’s accounts under the Company 401(k) Plan, effective as of no later than the day immediately preceding the Acceptance Time. Cubist will provide Parent evidence that such resolutions to terminate the Company 401(k) Plan have been adopted by Cubist’s Board. The form and substance of such resolutions shall be subject to the reasonable approval of Parent. As soon as administratively feasible after the Effective Time (but in no case earlier than January 1, 2015, if the Effective Time occurs in calendar year 2014), Parent agrees to take such actions necessary to permit eligible Current Employees to participate in the Merck U.S. Savings Plan (the “Parent 401(k) Plan”) and the Retirement Plan for Salaried Employees of MSD (the “Parent Cash Balance Plan”). Service by eligible Current Employees for Cubist and its subsidiaries prior to the Acceptance Time will be included for vesting, eligibility and cash balance service points, but not for benefit accruals, under the Parent 401(k) Plan and the Parent Cash Balance Plan. The Parent 401(k) Plan will provide for the receipt of “eligible rollover distributions” (as such term is defined in the Code) as soon as administratively feasible following the Effective Time for each participant in the Company 401(k) Plan who elects to transfer his or her account under the Company 401(k) Plan to the Parent 401(k) Plan.

At or immediately prior to the Effective Time, Cubist will deliver to Parent a revised final 280G Estimate as of such date and assuming for such purposes that such individuals’ employment were terminated on such date.

No provision of the Merger Agreement is intended to, or does, (i) prohibit Parent or the surviving corporation from amending or terminating any Company Plan or any other employee benefit plan in accordance with its terms and applicable law, (ii) require the Parent or the surviving corporation to keep any person employed for any period of time, or (iii) constitute the establishment or adoption of, or amendment to, any Company Plan or employee benefit plan, and no person participating in any such Company Plan or employee benefit plan shall have any third party beneficiary or other rights with respect to the foregoing.

Acquisition Proposals. From the date of the Merger Agreement until the Acceptance Time, except as permitted by the Merger Agreement, neither Cubist, its subsidiaries nor any of their respective representatives will:

•

initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or the submission of any proposal or offer that constitutes or could reasonably be expected to lead to, any Acquisition Proposal, or engage in any negotiations with respect thereto; or

•

engage in, continue or otherwise participate in any discussions or negotiations regarding an Acquisition Proposal with any person (other than Parent, Purchaser or any designees of Parent or Purchaser), or provide any non-public information or data to any person (other than Parent, Purchaser or any designees of Parent or Purchaser) relating to, Cubist or any of its subsidiaries, or to afford access to the business, properties, assets, books or records of Cubist or any of its subsidiaries to any person (other than Parent, Purchaser or any designees of Parent or Purchaser).

Cubist and its subsidiaries will, and shall direct their representatives to, immediately cease and cause to be terminated any solicitation, discussion or negotiation with any person with respect to any Acquisition Proposal or proposal that could reasonably be expected to lead to an Acquisition Proposal, and, to the extent Cubist is contractually permitted to do so, will request the return or destruction of all confidential information provided by or on behalf of Cubist or its subsidiaries to any such person.

Notwithstanding anything in the foregoing to the contrary, at any time following the date of the Merger Agreement and prior to the Acceptance Time, Cubist may:

•

furnish information with respect to Cubist and its subsidiaries to a person (and its representatives) making a written Acquisition Proposal that Cubist believes is bona fide; and

•

participate in discussions or negotiations with such person regarding such Acquisition Proposal.

; provided, that (A) Cubist will not, and will instruct its representatives not to, disclose any material non-public information to such person unless Cubist has, or first enters into, a customary confidentiality agreement with such person on terms that, taken as a whole, are not materially less restrictive to the other party than those contained in the Confidentiality Agreement (as defined below) (except that such confidentiality agreement need not prohibit the making or amendment of any Acquisition Proposal), (B) Cubist will, as promptly as reasonably practicable, provide to Parent any material non-public information concerning Cubist or its subsidiaries provided or made available to such other person that was not previously provided or made available to Parent and (C) Cubist’s Board or any committee thereof has determined in good faith based on the information then available that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal.

Prior to the Acceptance Time, Cubist will:

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promptly (and in any event within one business day) notify Parent in the event that Cubist receives any Acquisition Proposal or written indication by any person that it is considering making an Acquisition Proposal or any discussions or negotiations with respect to any Acquisition Proposal are sought to be initiated;

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provide Parent promptly (and in any event within such one business day period) the material terms and conditions of any proposals or offers or (in lieu thereof, if applicable, copies of any written requests, proposals or offers, including proposed agreements, and the identity of the person or group of persons making any such Acquisition Proposal, request or inquiry), in each case except to the extent that doing so would violate any confidentiality agreement existing as of the date of the Merger Agreement; and

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keep Parent reasonably informed on a prompt basis of the status and terms of any such proposals or offers (including any amendments thereto) and the status of any such discussions or negotiations (including by providing copies of additional written materials relating thereto within one business day of receipt thereof).

For the purposes of this covenant, please note the following definitions:

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“Acquisition Proposal” means any offer or proposal made or renewed by a person or group at any time after the date of the Merger Agreement that is structured to permit such person or group to acquire, directly or indirectly, beneficial ownership of at least 15% or more of the total voting power or of any class of equity securities of Cubist, or 15% or more of the consolidated total assets (including equity securities of its subsidiaries) of Cubist (measured by any of the fair market value, consolidated net revenue, consolidated net income or consolidated book value thereof), in each case other than the transactions contemplated by the Merger Agreement, or any proposal or offer with respect to the issuance by Cubist of securities representing more than 15% of the Shares outstanding, in each case, pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer or exchange offer or similar transaction, including any single or multistep transaction or series of related transactions, in each case other than the Offer and the Merger;

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“Intervening Event” means a material event or circumstance that was not known to Cubist’s Board or any committee thereof on the date of the Merger Agreement (or if known, the consequences of which were not known to Cubist’s Board or any committee thereof as of the date of the Merger Agreement), which event or circumstance, or any consequence thereof, becomes known to Cubist’s Board or any committee thereof prior to the Acceptance Time; provided, however, that in no event shall any Acquisition Proposal or any inquiry, offer or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal constitute an Intervening Event;

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“Superior Proposal” means an Acquisition Proposal that Cubist believes is bona fide (except the references in the definition thereof to “15%” will be replaced by “50%”) made in writing after the date of the Merger Agreement that Cubist’s Board or any committee thereof has determined in its good faith judgment (after taking into account all legal, financial and regulatory aspects of the proposal, the anticipated timing and conditions related to such proposal (including any financing condition or the reliability of any debt or equity funding commitments), and the person making the proposal) that if consummated would result in a transaction more favorable to Cubist’s stockholders from a financial point of view than the transactions contemplated by the Merger Agreement (after taking into account any revisions to the terms of the transaction by Parent and Purchaser in accordance with the terms and conditions of the Merger Agreement).

Nothing in the Merger Agreement will prohibit Cubist’s Board from taking and disclosing to the stockholders of Cubist a position contemplated by Rule 14e-2(a) and Rule 14d-9 promulgated under the Exchange Act.

Changes of Board Recommendation or other Adverse Actions. Except as described below, neither the Cubist Board nor any committee thereof may:

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withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to Parent, the Company Board Recommendation (for purposes of this summary, a “Company Board Recommendation” means the Cubist’s Board’s unanimous (i) determination that the Merger Agreement and the Offer and the Merger are fair to, and in the best

interests of, the Company and its stockholder, (ii) approval and adoption of the Merger Agreement, and declaration that the Merger Agreement is advisable, and (iii) subject to the terms and conditions of the Merger Agreement, resolution to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer); or

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except as expressly permitted by, and after compliance with certain termination provisions of the Merger Agreement, cause or permit Cubist to enter into any acquisition agreement, merger agreement or similar definitive agreement (other than a confidentiality agreement referred to and entered into in compliance with the requirements noted above) (which we refer to as an “Alternative Acquisition Agreement”) relating to any Acquisition Proposal.

In addition, notwithstanding anything to the contrary set forth in the Merger Agreement, prior to the Acceptance Time, the Cubist Board or any committee thereof may withhold, withdraw, qualify or modify the Company Board Recommendation (which we refer to as a “Change of Board Recommendation”) if all of the following steps are taken:

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(x) the Cubist Board or any committee thereof receives an Acquisition Proposal that it determines in good faith constitutes a Superior Proposal and the Cubist Board or any committee thereof determines in good faith that the failure to effect a Change of Board Recommendation would reasonably be expected to be inconsistent with its fiduciary duties to the Cubist stockholders under applicable Law or (y) an Intervening Event occurs and as a result thereof the Cubist Board or any committee thereof determines in good faith that the failure to effect a Change of Board Recommendation would be inconsistent with its fiduciary duties to the Cubist stockholders under applicable Law;

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Cubist has notified Parent in writing that it intends to effect a Change of Board Recommendation describing in reasonable detail the reasons for such Change of Board Recommendation (which we refer to as a “Recommendation Change Notice”);

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if applicable, Cubist has provided Parent a copy of all definitive agreements (including all financing documents) with respect to such Superior Proposal;

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if requested by Parent, Cubist has discussed and negotiated in good faith, and shall have made its representatives available to discuss and negotiate in good faith, with Parent’s representatives any bona fide proposed modifications to the terms and conditions of the Merger Agreement so that the failure to make such Change of Board Recommendation would no longer be inconsistent with the fiduciary duties of the Cubist Board (and, if applicable, such Superior Proposal ceases to constitute a Superior Proposal) during the period beginning at 5:00 p.m. Eastern Time on the day of delivery by Cubist to Parent of such Recommendation Change Notice and ending three business days later at 5:00 p.m. Eastern Time (it being understood and agreed that any bona fide amendment to any material term or condition of any Superior Proposal shall require a new Recommendation Change Notice and a new two business day period); and

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no earlier than the end of the three business day period following receipt of the Recommendation Change Notice by Parent, Cubist’s Board or any committee thereof shall have determined in good faith, after considering the terms of any proposed amendment or modification to the Merger Agreement, that the failure to effect a Change of Board Recommendation would still reasonably be expected to be inconsistent with its fiduciary duties to the Cubist stockholders under applicable Law and, if applicable, Cubist’s Board or any committee thereof determines in good faith, after considering the terms of any proposed amendment or modification to the Merger Agreement, the Acquisition Proposal that is subject of the Recommendation Change Notice continues to constitute a Superior Proposal.

Convertible Notes. With respect to Cubist’s 2.50% Convertible Notes due 2017, its 1.125% Convertible Notes due 2018, and its 1.875% Convertible Notes due 2020, Cubist, the surviving corporation and Parent will take all necessary action to execute and deliver a supplemental indenture to the trustee between Cubist and The Bank of New York Mellon Trust Company, N.A., as trustee, to said indentures to provide, among other things, that all

necessary actions are taken as required to effectuate the repurchase and conversion rights of the holders of such notes pursuant to and in accordance with the terms and conditions of the applicable indentures and the Merger Agreement such that none of these notes will, as promptly as practicable following the Effective Time, remain issued and outstanding.

Termination of Credit Facility. Cubist shall terminate the Credit Agreement, dated as of November 20, 2012, among Cubist, Royal Bank of Canada, as an issuing bank, swingline lender and administrative agent, and the other lenders party thereto at the Acceptance Time, and shall use reasonable best efforts to obtain at the Acceptance Time payoff letters (or confirmation that no amounts are then outstanding under such credit facility) from the lenders under that credit facility in form and substance reasonably satisfactory to Parent with respect thereto, including, subject to the payment of any applicable payoff amount, the release of all liens granted in connection with that credit facility.

Treatment of Contingent Value Rights. Certain contingent value rights of Cubist are listed on NASDAQ under the ticket symbol “CBSTZ”. In accordance with the Merger Agreement, Parent will either (a) take such actions as reasonably requested to properly assume these CVRs, including, without limitation, evidencing the succession of Parent to Cubist under the applicable CVR agreement, or (b) request that Cubist consummate a “Failure Purchase” to acquire all of the issued and outstanding CVRs. In either event, these CVRs will be delisted from NASDAQ prior to the Effective Time.

Termination. The Merger Agreement may be terminated as follows:

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by mutual written consent of Parent and Cubist;

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by either Cubist or Parent, prior to the Effective Time, if any court of competent jurisdiction or other governmental entity has issued a final order, decree, or taken any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger and such order, decree, ruling or other action has become final and non-appealable; provided, however, that the right to terminate the Merger Agreement shall not be available to such party unless such party has complied with its obligations under the Merger Agreement in all material respects;

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by either Cubist or Parent, prior to the Effective Time, if the Acceptance Time has not occurred by the Outside Date; provided, however, that if as of such date, the Regulatory Condition is not satisfied but remains capable of being satisfied or waived, and all other offer conditions (with certain exceptions) have been satisfied or waived, then the Outside Date may be extended until the date that is 60 days after the Outside Date at the election of Parent or Cubist by written notice to the other party prior to termination of the Merger Agreement (and such date shall then be the Outside Date);

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by Cubist, at any time prior to the Acceptance Time, if:

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Purchaser fails to timely commence the Offer in violation of the Merger Agreement;

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the Offer has expired or been terminated without Purchaser having accepted for purchase the Shares validly tendered (and not properly withdrawn) pursuant to the Offer;

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Purchaser, in violation of the terms of the Merger Agreement, fails to accept for purchase Shares validly tendered (and not properly withdrawn) pursuant to the Offer; or

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there has been a breach of any representation, warranty, covenant or agreement on the part of Parent or Purchaser contained in the Merger Agreement, which breach (A) is not capable of being cured within 20 days following receipt by Parent or Purchaser of written notice of such breach or, if such breach is capable of being cured within such period, it has not been cured within such period and (B) impairs or would reasonably be expected to impair in any material respect the ability of Parent or Purchaser to consummate the Offer, the Merger or the other transactions contemplated by the Merger Agreement on a timely basis;

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by Cubist, at any time prior to the Acceptance Time, if all of the following steps are taken:

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Cubist’s Board or any committee thereof authorizes Cubist, subject to complying with the terms of the Merger Agreement, to enter into an alternative acquisition agreement with respect to a Superior Proposal and Cubist notifies Parent in writing (which we refer to as the “Superior Proposal Notice”) that it intends to enter into such an agreement, which notice shall attach a copy of all definitive agreements (including all financing documents) with respect to such notice;

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Cubist shall have, if required by Parent, discussed and negotiated in good faith, and shall have made its representatives available to discuss and negotiate in good faith, with Parent’s representatives any proposed modifications to the terms and conditions of the Merger Agreement so that the failure to terminate the Merger Agreement pursuant these provisions would not reasonably be inconsistent with the fiduciary duties of Cubist’s Board (and such Superior Proposal would cease to constitute a Superior Proposal) during the period beginning at 5:00 p.m. Eastern Time on the day of delivery by Cubist to Parent of such Superior Proposal Notice and ending three business days later at 5:00 p.m. Eastern Time (it being understood and agreed that (A) such three business day period may be the same three business day period contemplated by Section 6.3(d) of the Merger Agreement if the Superior Proposal Notice also serves as a Recommendation Change Notice) and (B) any material amendment to any material term or condition of the definitive agreements provided in the Superior Proposal Notice shall require a new Superior Proposal Notice and a new two business day period);

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no earlier than the end of the three business day period referred to above, Cubist’s Board (or any committee thereof) shall have determined in good faith, after considering the terms of any proposed amendment or modification to the Merger Agreement, that such Superior Proposal remains a Superior Proposal and that failure to terminate the Merger Agreement pursuant to these provisions would reasonably be expected to be inconsistent with its fiduciary duties to Cubist stockholders under applicable Law;

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Cubist immediately prior to or concurrently with such termination pays to Parent in immediately available funds any fees required to be paid pursuant Section 8.5 of the Merger Agreement; and

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Cubist’s Board approves, and Cubist concurrently with the termination enters into, a definitive agreement providing for the implementation of such Superior Proposal.

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by Parent, if due to an occurrence or circumstance that results in a failure of any of the Offer Conditions to be satisfied at any scheduled Expiration Date, (i) the Offer has expired or been terminated without Purchaser having accepted for purchase the Shares validly tendered (and not withdrawn) pursuant to the Offer, or (ii) at any time prior to the Acceptance Time, if there has been a breach of any covenant or agreement made by Cubist in the Merger Agreement, or any representation and warranty shall be untrue after the date of the Merger Agreement, and such breach or untruth gives rise to a failure of the Offer Condition relating to the “bring down” of Cubist’s representations and warranties and compliance with its covenants, and such breach or condition is incapable of being cured by the Outside Date, or if curable, has not been cured within 20 days following receipt by Cubist of written notice of such breach or, if such breach is capable of being cured within such period, it has not been cured within such period;

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by Parent, at any time prior to the Acceptance Time, if:

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Cubist’s Board or any committee thereof shall have made a Change of Board Recommendation;

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a tender or exchange offer for Shares that constitutes an Acquisition Proposal (whether or not a Superior Proposal) is commenced by a person unaffiliated with Parent and, within 10 business days after the public announcement of the commencement of such Acquisition Proposal, Cubist shall not have filed a Schedule 14D-9 recommending that the Cubist stockholders reject such Acquisition Proposal and not tender any Shares into such tender or exchange offer; or

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Cubist’s Board fails to publically reaffirm the Company Board Recommendation within 10 business days of receipt of a written request by Parent to provide such reaffirmation following receipt by Cubist of an Acquisition Proposal that is publicly announced or otherwise publicly known (which notice may only be given once with respect to each such Acquisition Proposal); and

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by Parent, at any time prior to the Acceptance Time, if Cubist materially breaches certain provisions of the “Acquisition Proposal” covenant described above.

Effect of Termination. If the Merger Agreement is terminated, the Merger Agreement will become void and of no effect with no liability on the part of any party (or any of its representatives), except that (i) certain specified provisions of the Merger Agreement will survive, including those described in “— Cubist Termination Fee” below, and (ii) no such termination will relieve any person of any liability for damages resulting from intentional breach or the Merger Agreement.

Cubist Termination Fee. Cubist has agreed to pay Parent a termination fee of $250,000,000 if:

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the Merger Agreement is terminated by Cubist pursuant to Section 8.3(b) of the Merger Agreement (dealing with a Superior Proposal);

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the Merger Agreement is terminated by Parent pursuant to Section 8.4 of the Merger Agreement (dealing with Change of Board Recommendation); or

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a bona fide Acquisition Proposal has been made to Cubist or any of its subsidiaries or the making or existence of such Acquisition Proposal shall have otherwise become publicly known or any person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to Cubist or any of its subsidiaries (and such Acquisition Proposal or publicly announced intention shall not have been publicly withdrawn prior to the Expiration Date) and thereafter the Merger Agreement is terminated by (x) Parent pursuant to Section 8.4(a)(ii) with respect to a breach of covenant or agreement that occurred prior to the Expiration Date giving rise to a future of the Offer Condition related thereto, (y) by Parent pursuant to Section 8.4(c) or the Merger Agreement (dealing with a breach of certain provisions of the “Acquisition Proposal” covenant described above), or (z) by either Parent or Cubist pursuant to Section 8.2(b) of the Merger Agreement (dealing with the Outside Date).

Specific Performance. The parties have agreed that, in the event of any breach of the Merger Agreement, irreparable harm would occur that monetary damages could not make whole. The parties further agreed that the parties will be entitled to specific performance in addition to any other remedy to which they are entitled at law or in equity.

Expenses. Except as otherwise provided therein, each party will bear its own expenses in connection with the Merger Agreement and the transactions contemplated thereby.

Offer Conditions. The Offer Conditions are described in Section 15 — “Conditions of the Offer.”

Confidentiality Agreement

On November 3, 2014, Cubist and an affiliate of Parent entered into a customary confidentiality agreement (which, as it may be amended from time to time, we refer to as the “Confidentiality Agreement”) in connection with a possible transaction involving Cubist. Under the Confidentiality Agreement, Parent agreed, subject to certain exceptions, to keep confidential any confidential information concerning Cubist furnished by Cubist to Parent or its representatives.

12. Purpose of the Offer; Plans for Cubist.

Purpose of the Offer. The purpose of the Offer is for Purchaser to acquire control of, and the entire equity interest in, Cubist. The Offer, as the first step in the acquisition of Cubist, is intended to facilitate the acquisition of all

outstanding Shares. The purpose of the Merger is to acquire all outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is successful, Purchaser intends to consummate the Merger as promptly as practicable.

If you sell your Shares in the Offer, you will cease to have any equity interest in Cubist or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Merger is consummated, you also will no longer have an equity interest in Cubist. Similarly, after selling your Shares in the Offer or the subsequent Merger, you will not bear the risk of any decrease in the value of Cubist.

Merger Without a Stockholder Vote. If the Offer is consummated, we will not seek a vote of the remaining public stockholders of Cubist before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation (the shares of which are listed on a national securities exchange or held of record by more than 2,000 holders), and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the target corporation that would otherwise be required to approve a merger for the target corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, the acquirer can effect a merger without the vote of the other stockholders of the target corporation. Accordingly, if we consummate the Offer, we will effect the closing of the Merger without a vote of the stockholders of Cubist in accordance with Section 251(h) of the DGCL.

Plans for Cubist. If we accept Shares for payment pursuant to the Offer, we will obtain control over the management of Cubist and the Cubist Board shortly thereafter. Parent and Purchaser are conducting a detailed review of Cubist and its assets, corporate structure, capitalization, operations, properties, policies, management and personnel, and will consider what changes would be desirable in light of the circumstances that exist upon completion of the Offer. Parent and Purchaser will continue to evaluate the business and operations of Cubist during the pendency of the Offer and after the consummation of the Offer and the Merger and will take such actions as they deem appropriate under the circumstances then existing. Thereafter, Parent intends to review such information as part of a comprehensive review of Cubist’s business, operations, capitalization and management with a view to optimizing development of Cubist’s potential in conjunction with Cubist’s and Parent’s existing businesses. We expect that all aspects of Cubist’s business will be fully integrated into Parent. However, plans may change based on further analysis including changes in Cubist’s business, corporate structure, charter, bylaws, capitalization, board of directors and management.

Except as set forth in this Offer to Purchase, including as contemplated in this Section 12 — “Purpose of the Offer, Plans for Cubist,” and Section 13 — “Certain Effects of the Offer,” Parent and Purchaser have no present plans or proposals that would relate to or result in (i) any extraordinary corporate transaction involving Cubist (such as a merger, reorganization, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), (ii) any sale or transfer of a material amount of assets of Cubist, (iii) any material change in Cubist’s capitalization or dividend policy, (iv) any other material change in Cubist’s corporate structure or business, (v) changes to the management of Cubist or the Cubist Board, (vi) a class of securities of Cubist being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association or (vii) a class of equity securities of Cubist being eligible for termination of registration pursuant to Section 12(g) of the Exchange Act.

To the best knowledge of Purchaser and Parent, except for certain pre-existing agreements to be described in the Schedule 14D-9, no employment, equity contribution, or other agreement, arrangement or understanding between any executive officer or director of Cubist, on the one hand, and Parent, Purchaser or Cubist, on the other hand, existed as of the date of the Merger Agreement, and neither the Offer nor the Merger is conditioned upon any executive officer or director of Cubist entering into any such agreement, arrangement or understanding.

It is possible that certain members of Cubist’s current management team will enter into new employment arrangements with Cubist after the completion of the Offer and the Merger. Any such arrangements with the

existing management team are currently expected to be entered into after the completion of the Offer and will not become effective until the time the Merger is completed, if at all. There can be no assurance that any parties will reach an agreement on any terms, or at all.

The board of directors and officers of the Surviving Corporation at and immediately following the Effective Time will consist of the members of the board of directors and officers, respectively, of Purchaser immediately prior to the Effective Time.

At the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation will each be amended and restated in their entirety so as to read in the form set forth on Annex II and Annex III, respectively, to the Merger Agreement.

13. Certain Effects of the Offer.

Market for the Shares. If the Offer is successful, there will be no market for the Shares because Purchaser intends to consummate the Merger as promptly as practicable following the Acceptance Time.

Stock Quotation. The Shares are currently listed on NASDAQ. Immediately following the consummation of the Merger (which is expected to occur as promptly as practicable following the Acceptance Time), the Shares will no longer meet the requirements for continued listing on NASDAQ because the only stockholder will be Purchaser. Immediately following the consummation of the Merger, we intend and will cause Cubist to delist the Shares from NASDAQ.

Margin Regulations. The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (which we refer to as the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.

Exchange Act Registration. The Shares are currently registered under the Exchange Act. Such registration may be terminated upon application of Cubist to the SEC if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by Cubist to its stockholders and to the SEC and would make certain provisions of the Exchange Act no longer applicable to Cubist, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the Exchange Act in connection with stockholders’ meetings and the related requirement of furnishing an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to “going private” transactions. Furthermore, the ability of “affiliates” of Cubist and persons holding “restricted securities” of Cubist to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, may be impaired or eliminated. We intend and will cause Cubist to terminate the registration of the Shares under the Exchange Act as soon after consummation of the Offer as the requirements for termination of registration are met. If registration of the Shares is not terminated prior to the Merger, the registration of the Shares under the Exchange Act will be terminated following the consummation of the Merger.

notes pursuant to and in accordance with the terms and conditions of the applicable indentures and the Merger Agreement such that none of these notes will, as promptly as practicable following the Effective Time, remain issued and outstanding.

Contingent Value Rights. Certain contingent value rights of Cubist are listed on NASDAQ under the ticket symbol “CBSTZ”. In accordance with the Merger Agreement, Parent will either (a) take such actions as reasonably requested to properly assume these CVRs, including, without limitation, evidencing the succession of Parent to Cubist under the applicable CVR agreement, or (b) request that Cubist consummate a “Failure Purchase” to acquire all of the issued and outstanding CVRs. In either event, these CVRs will be delisted from NASDAQ prior to the Effective Time.

14. Dividends and Distributions.

The Merger Agreement provides that from the date of the Merger Agreement to the Effective Time, without the prior written consent of Parent, Cubist will not declare, set aside, make or pay any dividend or other distribution (whether in cash, stock, property or otherwise) with respect to any capital stock of Cubist (including the Shares).

15. Conditions of the Offer.

Notwithstanding any other provisions of the Offer, but subject to the terms and conditions set forth in the Merger Agreement, and in addition to Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Merger Agreement and applicable law, Purchaser is not required to, and Parent will not be required to cause Purchaser to, accept for purchase or, subject to any applicable rules and regulations of the SEC including Rule 14e-1(c) under the Exchange Act, pay for any Shares validly tendered and not properly withdrawn, if:

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there have not been validly tendered (provided that Shares tendered pursuant to guaranteed delivery procedures but not yet delivered in satisfaction of such guarantee shall be excluded in such calculation) and not properly withdrawn that number of Shares that, when added to the Shares then owned beneficially by Parent and Purchaser and their respective subsidiaries, would constitute one Share more than one-half of all Shares then-outstanding as of the Expiration Date;

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the waiting period (and any extension thereof) applicable to the consummation of the Offer and the Merger under the HSR Act, shall not have expired or been terminated, (ii) the transactions contemplated by the Merger Agreement shall not have been cleared under the Austrian Cartel Act (Kartellgesetz 2005), and (iii) the French Ministry of Economy does not provide confirmation that Articles L.151-3 and R.153-1 and seq (as modified by Decree n°2014-479 of May 14, 2014) of the French Monetary and Financial Code do not apply to the transactions contemplated by the Merger Agreement or, in the alternative, there has not been requisite authorization without condition of the French Ministry of Economy of the transactions contemplated by the Merger Agreement; or

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any of the following events exist:

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the Merger Agreement has been terminated in accordance with its terms;

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a law, decree, judgment, order or injunction, promulgated, enacted, entered, enforced, issued or amended by any governmental entity of competent jurisdiction that restrains, enjoins or otherwise prohibits the making or consummation of the Offer or the Merger;

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(i) Cubist has breached or failed to comply in any material respect with any of its covenants, or agreements under the Merger Agreement at or prior to the Expiration Date, and either such breach or failure to comply is not capable of being cured within 20 days following Cubist’s receipt of written notice of such breach or failure, or if such breach or failure is capable of being cured within such period, it has not been cured within such period; or (ii) the representations and

warranties of Cubist contained in the Merger Agreement, other than those set forth in Sections 4.3(a) and 4.3(b) of the Merger Agreement (referring to capitalization) and Section 4.4(a) (referring to authority) that (x) are not made as of a specific date are not true and correct as of the Expiration Date as though made on the Expiration Date, and (y) are made as of a specific date and are not true as of such date, in each case, except in the case of (x) or (y), where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect”) has not had, individually or in the aggregate, a material adverse effect, or (iii) the representations and warranties set forth in Sections 4.3(a) and 4.3(b) of the Merger Agreement (referring to capitalization) and Section 4.4(a) (referring to authority) shall not have been true and correct in all respects, except for de minimis inaccuracies, as of the Expiration Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall not have been true and correct as of such earlier date);

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Cubist has not delivered to Parent dated as of the Expiration Date a certificate signed on behalf of Cubist by a senior executive officer of Cubist to the effect that the conditions set forth in the bullet immediately above have been satisfied as of immediately prior to the Expiration Date; or

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since the date of the Merger Agreement, there shall not have occurred any change, event, occurrence or effect that, individually or in the aggregate, has had or would be reasonably expected to have a “Material Adverse Effect” on Cubist.

The foregoing conditions are in addition to, and not a limitation of, the rights of Parent and Purchaser to extend, terminate or modify the Offer pursuant to the terms of the Merger Agreement.

The foregoing conditions shall be for the sole benefit of Parent and Purchaser and may be asserted or waived by Parent or Purchaser in whole or in part at any time and from time to time, in each case, except for the Minimum Tender Condition and the Regulatory Condition, subject to the terms of the Merger Agreement and applicable law. The foregoing conditions shall be in addition to, and not in limitation of, the rights and obligations of Parent and Purchaser to extend, terminate or modify the Offer subject to, and in accordance with, the terms and conditions of the Merger Agreement. Any Shares subject to notices of guaranteed delivery shall be deemed not to be validly tendered for purposes of satisfying the Minimum Tender Condition unless and until the Shares underlying such notices of guaranteed delivery are delivered to or on behalf of Purchaser. Any reference in this Section 15 or elsewhere in the Merger Agreement to a condition or requirement being satisfied shall be deemed to be satisfied if such condition or requirement is so waived. Capitalized terms used but not defined in this Section 15 shall have the meaning ascribed to them elsewhere in the Merger Agreement.

16. Certain Legal Matters; Regulatory Approvals.

General. Except as described in this Section 16, based on our examination of publicly available information filed by Cubist with the SEC and other information concerning Cubist, we are not aware of any governmental license or regulatory permit that appears to be material to Cubist’s business that might be adversely affected by our acquisition of Shares as contemplated herein or of any approval or other action by any governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Shares by Purchaser or Parent as contemplated herein. Should any such approval or other action be required, we currently contemplate that, except as described below under “State Takeover Laws,” such approval or other action will be sought. While we do not currently intend to delay acceptance for payment of Shares tendered pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that if such approvals were not obtained or such other actions were not taken, adverse consequences might not result to Cubist’s business, any of which under certain conditions specified in the Merger Agreement, could cause us to elect to terminate the Offer without the purchase of Shares thereunder under certain conditions. See Section 15 — “Conditions of the Offer.”

Compliance with the HSR Act. Under the HSR Act, and the related rules and regulations promulgated by the FTC, certain transactions may not be consummated until specified information and documentary material (which we refer to as the “Premerger Notification and Report Forms”) have been furnished to the FTC and the Antitrust Division of the U.S. Department of Justice (which we refer to as the “Antitrust Division”) and certain waiting period requirements have been satisfied. The requirements of the HSR Act apply to the acquisition of Shares in the Offer.

Under the HSR Act, our purchase of Shares in the Offer may not be consummated until the expiration of a 15 calendar day waiting period following the filing by Parent, on behalf of Purchaser, of a Premerger Notification and Report Form concerning the Offer with the FTC and the Antitrust Division of the U.S. Department of Justice, unless the waiting period is earlier terminated by the FTC and the Antitrust Division. Each of Parent and Cubist will file a Premerger Notification and Report Form with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer. Accordingly, the required waiting period with respect to the Offer will expire in the ordinary course at 11:59 p.m., Eastern time, 15 days from the date of such filing, unless earlier terminated by the FTC and the Antitrust Division or unless the FTC or the Antitrust Division issues a request for additional information and documentary material (which we refer to as a “Second Request”) prior to that time. If within the 15 calendar day waiting period either the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer would be extended until 10 calendar days following the date of substantial compliance by Parent with that request, unless the FTC or the Antitrust Division terminates the additional waiting period before its expiration. After the expiration of the 10 calendar day waiting period, the waiting period could be extended only by court order or with the consent of Parent. In practice, complying with a Second Request can take a significant period of time. Although Cubist is required to file a Premerger Notification and Report Form with the FTC and the Antitrust Division in connection with the Offer, neither Cubist’s failure to file such Premerger Notification and Report Form nor a Second Request issued to Cubist from the FTC or the Antitrust Division will extend the waiting period with respect to the purchase of Shares in the Offer. The Merger will not require an additional filing under the HSR Act if Purchaser owns more than 50% of the outstanding Shares at the time of the Merger or if the Merger occurs within one year after the HSR Act waiting period applicable to the Offer expires or is terminated.

The FTC and the Antitrust Division will review the legality under the U.S. federal antitrust laws of Purchaser’s proposed acquisition of Cubist. At any time before or after Purchaser’s acceptance for payment of Shares pursuant to the Offer, if the Antitrust Division or the FTC believes that the Offer would violate the U.S. federal antitrust laws by substantially lessening competition in any line of commerce affecting U.S. consumers, the FTC and the Antitrust Division have the authority to challenge the transaction by seeking a federal court order enjoining the transaction or, if Shares have already been acquired, requiring disposition of such Shares, or the divestiture of substantial assets of Parent, Purchaser, Cubist, or any of their respective subsidiaries or affiliates or requiring other conduct relief. United States state attorneys general and private persons may also bring legal action under the antitrust laws seeking similar relief or seeking conditions to the completion of the Offer. While Parent believes that consummation of the Offer would not violate any antitrust laws, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if a challenge is made, what the result will be. See Section 15 — “Conditions of the Offer.”

Compliance with the Austrian Cartel Act (Kartellgesetz 2005). Under the Austrian Cartel Act (Kartellgesetz 2005), the acquisition of the Shares in the Offer may not be consummated until the transaction has been notified to the Bundeswettbewerbsbehörde (Austrian Federal Competition Authority) and either (i) the Phase I review period shall have expired without either of the Federal Competition Authority and the Federal Cartel Prosecutor (which we refer to herein as the “Austrian Official Parties”) initiating an in-depth investigation (Phase II procedure); or (ii) both Austrian Official Parties shall have waived their right to initiate an in-depth investigation (Phase II procedure); or (iii) the suspensory obligation has otherwise ceased to apply (i.e. clearance during or on expiry of the Phase II procedure).

The Austrian Official Parties shall review the transaction within an initial Phase I review period of four weeks, measured from the date of notification, to determine whether the transaction may lead to the creation or strengthening of a dominant market position in any relevant market in Austria (or in a wider market that includes the Austrian market). The Phase I review period may be extended by a further two weeks upon application from the notifying parties, if necessary, to avoid a Phase II procedure. The transaction is automatically cleared if (i) the Phase I review period shall have expired without either of the Austrian Official Parties applying for an in-depth investigation (Phase II procedure), or (ii) both Austrian Official Parties shall have waived their right to initiate an in-depth investigation (Phase II procedure).

In a Phase II procedure, the transaction is reviewed by the Cartel Court (Kartellgericht) within a period of up to five months. The Phase II review period may be extended by one month upon application from the notifying parties, if necessary, to avoid a prohibition of the transaction. The Cartel Court may (i) clear the transaction without conditions or obligations; (ii) clear the transaction subject to conditions or obligations; (iii) prohibit the transaction; or (iv) decide that the transaction is not notifiable. The transaction is also deemed to be cleared if either (i) the Phase II period expires without a prohibition decision of the Cartel Court, or (ii) any applications of the Austrian Official Parties for in-depth investigation are withdrawn.

Decisions by the Cartel Court may be appealed to the Supreme Cartel Court (Kartellobergericht) which shall review the decision of the Cartel Court within a non-extendable period of two months.

While Parent believes that consummation of the Offer would not raise any substantive concerns, there can be no assurance that an in-depth investigation (Phase II procedure) will not be opened or, if such an in-depth investigation (Phase II procedure) were opened, what the result will be.

Compliance with the French Monetary and Financial Code. The parties will obtain confirmation from the French Ministry of Economy (in form and substance reasonably satisfactory to Parent) that Articles L.151-3 and R.153-1 and seq (as modified by Decree n°2014-479 of May 14, 2014) of the French Monetary and Financial Code do not apply to the transactions contemplated by the Merger Agreement or, in the alternative, requisite authorization without condition of the Ministry of Economy of the transactions contemplated by the Merger Agreement.

State Takeover Laws. Cubist is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” Cubist’s board of directors has taken all action necessary under the DGCL to ensure that no such restrictions apply to the Offer, Merger or any other transactions contemplated by the Merger Agreement.

Cubist, directly or through subsidiaries, may be deemed to be conducting business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for purchase any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for purchase any Shares tendered in the Offer. See Section 15 — “Conditions of the Offer.”

Going Private Transactions. The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or

other business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by us. We believe that Rule 13e-3 under the Exchange Act will not be applicable to the Merger because we were not, at the time the Merger Agreement was executed, and are not, an affiliate of Cubist (for purposes of the Exchange Act); it is anticipated that the Merger will be effected as soon as practicable after the consummation of the Offer (and in any event within one year following the consummation of the Offer); and, in the Merger, stockholders will receive the same price per Share as the Offer Price.

Stockholder Approval Not Required. Section 251(h) of the DGCL provides that stockholder approval of a merger is not required if certain requirements are met, including that (1) the acquiring company consummates a tender offer for any and all of the outstanding common stock of the company to be acquired that, absent Section 251(h) of the DGCL, would be entitled to vote on the merger, and (2) following the consummation of such tender offer, the acquiring company owns at least such percentage of the stock of the company to be acquired that, absent Section 251(h) of the DGCL, would be required to adopt the merger. If the Minimum Tender Condition is satisfied and we accept Shares for payment pursuant to the Offer, we will have received a sufficient number of Shares to ensure that Cubist will not be required to submit the adoption of the Merger Agreement to a vote of the stockholders of Cubist. Following the consummation of the Offer and subject to the satisfaction of the remaining conditions set forth in the Merger Agreement, Parent, Purchaser and Cubist will take all necessary and appropriate action to effect the Merger as promptly as practicable without a meeting of stockholders of Cubist in accordance with Section 251(h) of the DGCL.

Certain Litigation. On December 12, 2014, a lawsuit was filed in the Court of Chancery of the State of Delaware against Cubist, its directors, and Parent and Purchaser, captioned as follows: Bradley v. Cubist Pharmaceuticals, Inc., et. al., Case No. 10455-VCN. On December 17, 2014, three additional lawsuits were filed in the Court of Chancery of the State of Delaware against Cubist, its directors, and Parent and Purchaser, captioned as follows: Weinstein v. Cubist Pharmaceuticals, Inc., et. al., Case No. 10466-VCN, Koziatek v. Cubist Pharmaceuticals, Inc., et. al., Case No. 10465-VCN and Savarese v. Cubist Pharmaceuticals, Inc. et. al., Case No. 10469-VCN. The cases are putative class actions brought, in each case, by a purported stockholder of Cubist, alleging among other things, that Cubist’s directors breached their fiduciary duties by approving the Merger Agreement, and that Parent and Purchaser aided and abetted these alleged breaches of fiduciary duty. The complaints seek, among other things, either to enjoin the proposed transaction or to rescind it should it be consummated, as well as money damages.

17. Appraisal Rights.

No appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, the holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer; (ii) demand appraisal in accordance with the procedures set forth in Section 262 of the DGCL; and (iii) do not thereafter withdraw their demand for appraisal of such Shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and receive payment of the “fair value” of such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest, as determined by such court.

The “fair value” of any Shares could be based upon considerations other than, or in addition to, the price paid in the Offer and the market value of such Shares. Holders of Shares should recognize that the value so determined could be higher or lower than, or the same as, the Offer Price or the consideration payable in the Merger (which is equivalent in amount to the Offer Price). Moreover, we may argue in an appraisal proceeding that, for purposes of such proceeding, the fair value of such Shares is less than such amount.

Under Section 262 of the DGCL, where a merger is approved under Section 251(h), either a constituent corporation before the effective date of the merger, or the surviving corporation within 10 days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all

shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of Section 262 of the DGCL. The Schedule 14D-9 will constitute the formal notice of appraisal rights under Section 262 of the DGCL.

As will be described more fully in the Schedule 14D-9, if a stockholder elects to exercise appraisal rights under Section 262 of the DGCL, such stockholder must do all of the following:

•

within the later of the consummation of the Offer and 20 days after the mailing of the Schedule 14D-9, deliver to Cubist a written demand for appraisal of Shares held, which demand must reasonably inform Cubist of the identity of the stockholder and that the stockholder is demanding appraisal;

•

not tender their Shares in the Offer; and

•

continuously hold of record the Shares from the date on which the written demand for appraisal is made through the Effective Time.

The foregoing summary of the appraisal rights of stockholders under the DGCL does not purport to be a complete statement of the procedures to be followed by stockholders desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262 of the DGCL. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of Delaware law. A copy of Section 262 of the DGCL will be included as Annex C to the Schedule 14D-9.

The information provided above is for informational purposes only with respect to your alternatives if the Merger is consummated. If you tender your Shares pursuant to the Offer, you will not be entitled to exercise appraisal rights with respect to your Shares but, instead, subject to the Offer Conditions, you will receive the Offer Price for your Shares.

18. Fees and Expenses.

J.P. Morgan Securities LLC is acting as Dealer Manager in connection with the Offer and it and certain of its affiliates (which we refer to, collectively, as “JPM”) have provided certain financial advisory services to Parent in connection with the proposed acquisition of Cubist, for which services JPM will receive customary compensation. JPM will be reimbursed for its reasonable fees and expenses, including the reasonable fees and disbursements of JPM’s counsel, incurred in connection with JPM’s engagement, and will be indemnified, along with certain related parties, against specified liabilities, including liabilities under the federal securities laws. In the ordinary course of business, JPM and its respective affiliates may actively trade or hold securities or loans of Parent and Cubist for their own accounts or for the accounts of customers and, accordingly, JPM and/or its respective affiliates may at any time hold long or short positions in these securities or loans. Additionally, as described above in Section 9 – “Source and Amount of Funds”, JPM Bank, an affiliate of J.P. Morgan Securities LLC, is providing Parent with certain commitments pursuant to the Debt Commitment Letter.

Parent has retained MacKenzie Partners, Inc. to be the Information Agent and Computershare Trust Company, N.A. to be the Depositary in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone, telecopy, telegraph and personal interview and may request banks, brokers, dealers and other nominees to forward materials relating to the Offer to beneficial owners of Shares.

The Dealer Manager, the Information Agent and the Depositary each will receive reasonable and customary compensation for their respective services in connection with the Offer, will be reimbursed for reasonable out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection therewith, including certain liabilities under federal securities laws.

Neither Parent nor Purchaser will pay any fees or commissions to any broker or dealer or to any other person (other than to the Dealer Manager, the Depositary and the Information Agent) in connection with the solicitation

of tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by Purchaser for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

19. Miscellaneous.

The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

No person has been authorized to give any information or to make any representation on behalf of Parent or Purchaser not contained herein or in the Letter of Transmittal, and, if given or made, such information or representation must not be relied upon as having been authorized. No broker, dealer, bank, trust company, fiduciary or other person shall be deemed to be the agent of Purchaser, the Dealer Manager, the Depositary or the Information Agent for the purpose of the Offer.

Purchaser has filed with the SEC a Tender Offer Statement on Schedule TO pursuant to Rule 14d-3 of the General Rules and Regulations under the Exchange Act, together with exhibits furnishing certain additional information with respect to the Offer, and may file amendments thereto. Cubist has advised Purchaser that it will file with the SEC on the date on which Parent and Purchaser file the offer documents with the SEC its Solicitation/Recommendation Statement on Schedule 14D-9 setting forth the recommendation of the Cubist Board with respect to the Offer and the reasons for such recommendation and furnishing certain additional related information. A copy of such documents, and any amendments thereto, may, when filed, be examined at, and copies may be obtained from, the SEC in the manner set forth under Section 7 — “Certain Information Concerning Cubist” above.

Mavec Corporation

December 19, 2014

SCHEDULE I — INFORMATION RELATING TO PARENT AND PURCHASER

Parent

The following table sets forth information about Parent’s directors and executive officers as of December 19, 2014. The current business address of each person is c/o Merck & Co., Inc., 2000 Galloping Hill Road K1-3045, Kenilworth, NJ 07033, and the business telephone number is (908) 740-4000. Except as provided for below, all directors and executive officers listed below are citizens of the United States.


Name	Age		Position
Kenneth C. Frazier		60	Chairman, President and Chief Executive Officer; Director
Leslie A. Brun		62	Director
Thomas R. Cech		67	Director
Thomas H. Glocer		55	Director
William B. Harrison, Jr.		71	Director
C. Robert Kidder		70	Director
Rochelle B. Lazarus		67	Director
Carlos E. Represas*		69	Director
Patricia F. Russo		62	Director
Craig B. Thompson		61	Director
Wendell P. Weeks		55	Director
Peter C. Wendell		64	Director
Adele D. Ambrose		58	Senior Vice President and Chief Communications Officer
Robert M. Davis		48	Executive Vice President and Chief Financial Officer
Willie A. Deese		59	Executive Vice President and President, Merck Manufacturing Division
Richard R. Deluca, Jr.		52	Executive Vice President and President, Merck Animal Health
Clark Golestani		48	Executive Vice President and Chief Information Officer
Mirian M. Graddick-Weir		60	Executive Vice President, Human Resources
Michael J. Holston		52	Executive Vice President and Chief Ethics and Compliance Officer
Rita A. Karachun		51	Senior Vice President Finance-Global Controller
Bruce N. Kuhlik		58	Executive Vice President and General Counsel
Roger M. Perlmutter		62	Executive Vice President and President, Merck Research Laboratories
Michael Rosenblatt		67	Executive Vice President and Chief Medical Officer
Adam H. Schechter		50	Executive Vice President and President, Global Human Health

*	Citizen of the Kingdom of Spain and the United Mexican States.

Executive Officers of Parent

Kenneth C. Frazier has served as President since 2010 and Chief Executive Officer since 2011 of Parent, and also has served as Chairman of the board of directors of Parent since 2011. Mr. Frazier has also served as a director of Exxon Mobil Corporation since 2009. Mr. Frazier was Senior Vice President and General Counsel from 1999 to 2006, Executive Vice President and General Counsel from 2006 to 2007 and Executive Vice President and President, Global Human Health from 2007 to 2010 of Parent.

Adele D. Ambrose has served as Senior Vice President and Chief Communications Officer since 2009. She is responsible for the Global Communications organization. Ms. Ambrose was previously Vice President and Chief Communications Officer in 2007.

Robert M. Davis has served as Executive Vice President and Chief Financial Officer of Parent since April 2014. He is responsible for Parent’s worldwide financial organization, investor relations, corporate strategy, corporate business development, global facilities and Parent’s joint venture relationships. Prior to April 2014, Mr. Davis served as Corporate Vice President and President, Baxter Medical Products from 2010 to 2014, Corporate Vice President and President of Baxter’s Renal business and Corporate Vice President and Chief Financial Officer, Baxter Healthcare, from 2006 to 2010.

Willie A. Deese has served as Executive Vice President and President, Merck Manufacturing Division since 2009. He is responsible for Parent’s global manufacturing, procurement and distribution and logistics functions. Mr. Deese previously held the same position in 2008.

Richard R. Deluca, Jr. has served as Executive Vice President and President, Merck Animal Health since 2011. He is responsible for the Merck Animal Health organization. Prior to September 2011, Mr. DeLuca was Chief Financial Officer, Becton Dickinson Biosciences in 2010 and President, Wyeth’s Fort Dodge Animal Health division from 2007 to 2010. He also served as Chief Operating Officer, Fort Dodge from 2006 to 2007 and Executive Vice President and Chief Financial Officer from 2002 to 2006.

Clark Golestani has served as Executive Vice President and Chief Information Officer since 2012. He is responsible for Parent’s global information technology. Mr. Golestani previously was Vice President, Merck Research Laboratories Information Technology in 2008. He was responsible for global information technology for Parent’s Research & Development division, including Basic Research, PreClinical, Clinical and Regulatory.

Mirian M. Graddick-Weir has served as Executive Vice President, Human Resources since 2009. She is responsible for the Global Human Resources organization. Ms. Graddick-Weir previously held the same position in 2008.

Michael J. Holston has served as Executive Vice President and Chief Ethics and Compliance Officer since 2012. He is responsible for Parent’s compliance function, including Global Safety & Environment, Systems Assurance, Ethics and Privacy. Prior to June 2012, Mr. Holston was Executive Vice President, General Counsel and Board Secretary for Hewlett-Packard Company in 2007, where he oversaw the legal, compliance, government affairs, privacy and ethics operations.

Rita A. Karachun has served as Senior Vice President Finance — Global Controller since 2014. Ms. Karachun previously was Assistant Controller of Parent in 2009 and Assistant Controller of Schering-Plough Corporation in 2007. She was responsible for preparing financial statements and for the worldwide consolidation of international entities.

Bruce N. Kuhlik has served as Executive Vice President and General Counsel since 2009. He is responsible for legal, communications and public policy functions. Mr. Kuhlik previously held the same position in 2008.

Roger M. Perlmutter has served as Executive Vice President and President, Merck Research Laboratories since 2013. He is responsible for Parent’s research and development efforts worldwide. Prior to April 2013, Dr. Perlmutter was Executive Vice President of Research and Development, Amgen Inc. from 2001 to 2012.

Michael Rosenblatt has served as Executive Vice President and Chief Medical Officer since 2009. He is Parent’s primary voice to the global medical community on critical issues such as patient safety and oversight for Parent’s Global Center for Scientific Affairs. Prior to December 2009, Dr. Rosenblatt was the Dean of Tufts University School of Medicine in 2003.

Adam H. Schechter has served as Executive Vice President and President, Global Human Health since 2010. He is responsible for Parent’s pharmaceutical and vaccine worldwide business. Mr. Schechter previously was President, Global Human Health, U.S. Market-Integration Leader in 2009. He had commercial responsibility in

the United States for Parent’s portfolio of prescription medicines and was the leader for the integration efforts for the Parent/Schering-Plough merger across all divisions and functions. Mr. Schechter also previously was President, Global Pharmaceuticals, Global Human Health in 2007. He had global responsibilities for Parent’s atherosclerosis/cardiovascular, diabetes/obesity, oncology, specialty/neuroscience, respiratory, bone, arthritis and analgesia franchises as well as commercial responsibility in the United States for Parent’s portfolio of prescription medicines.

Directors of Parent

Leslie A. Brun has been a director since 2008 and is Chair of our Audit Committee and a member of our Governance, Public Policy and Corporate Responsibility Committee. Mr. Brun has also served as a director of Automatic Data Processing, Inc. since 2003 and Broadridge Financial Solutions, Inc. since 2007 He has also served as Chairman and Chief Executive Officer of Sarr Group, LLC since 2006 and was Managing Director and Head of Investor Relations of CCMP Capital Advisors, LLC from 2011 to 2013 and Chairman and Chief Executive Officer of Hamilton Lane from 1991 to 2005.

Thomas R. Cech has been a director since 2009 and is a member of our Audit and Research Committees. Mr. Cech was President of the Howard Hughes Medical Institute from 2000 to 2009 and has been an Investigator of the Howard Hughes Medical Institute since 1988. Mr. Cech has also served as Distinguished Professor of Chemistry and Biochemistry at the University of Colorado in 1990 and Director of the BioFrontiers Institute at the University of Colorado in 2009. In 1995, Mr. Cech won the National Medal of Science and, in 1989, he won the Nobel Prize in Chemistry.

Thomas H. Glocer has been a director since 2007 and is Chair of our Compensation and Benefits Committee and a member of our Governance, Public Policy and Corporate Responsibility Committee. Mr. Glocer also serves as a director of Morgan Stanley and previously was a director of Thomson Reuters Corporation from 2008 to 2011. Mr. Glocer was Chief Executive Officer of Reuters Group PLC from 2001 to 2008 and Thomson Reuters Corporation from 2008 to 2011.

William B. Harrison, Jr. has been a director since 1999 and is Chair of our Governance, Public Policy and Corporate Responsibility committee and a member of our Compensation and Benefits Committee. Mr. Harrison previously was a director of Cousins Properties Incorporated from 2006 to 2012. Mr. Harrison was Chief Executive Officer of Chase Manhattan Corporation from 1991 to 1999, President and Chief Executive Officer of JPMorgan Chase & Co. from 1999 to 2001 and Chairman and Chief Executive Officer of JPMorgan Chase & Co. from 2001 to 2007.

C. Robert Kidder has been a director since 2005 and is a member of our Audit and Research committees. Mr. Kidder has also served as a director of Morgan Stanley since 1993 and previously was a director of Chrysler Group LLC from 2009 to 2011. Mr. Kidder was President from 1988 to 1991 and Chief Executive Officer from 1988 to 1994 of Duracell International Inc., Chief Executive Officer from 1995 to 2002 and Chairman of the Board of Borden Chemical, Inc., Principal of Stonehenge Partners, Inc. from 2004 to 2006, Chairman and Chief Executive Officer of 3Stone Advisors LLC from 2006 to 2011 and Non-Executive Chairman of Chrysler Group LLC from 2009 to 2011.

Rochelle B. Lazarus has been a director since 2004 and is a member of our Governance, Public Policy and Corporate Responsibility committee. Ms. Lazarus has also served as a director of The Blackstone Group L.P. since 2013 and General Electric since 2000. Ms. Lazarus was Chairman and Chief Executive Officer of Ogilvy & Mather from 1996 to 2008, Chairman of Ogilvy & Mather Worldwide from 2008 to 2012 and has served as Chairman Emeritus of Ogilvy & Mather since 2012.

Carlos E. Represas has been a director since 2009 and is a member of our Compensation and Benefits and Governance, Public Policy and Corporate Responsibility committees. Mr. Represas has also served as a director

of Bombardier Inc. since 2004 and Swiss Re Group since 2010. Mr. Represas was Executive Vice President and Head of the Americas of Nestlé, S.A. from 1994 to 2004 and Chairman of Nestlé Group Mexico from 1983 to 2011. Mr. Represas has served as Director of Swiss Re America Holding Corporation since 2010, Director of Swiss Re Group since 2010, Chairman of the Advisory Board of Bombardier Mexico since 2007 and Non-Executive Chairman of Bombardier Latin America since 2011.

Patricia F. Russo has been a director since 1995 and is a member of our Compensation and Benefits and Governance, Public Policy and Corporate Responsibly committees. Ms. Russo has also served as a director of Alcoa Inc. since 2008, General Motors Company since 2009, Hewlett-Packard Company since 2011 and KKR Management LLC (the managing partner of KKR & Co., L.P.) since 2011. Ms. Russo was President and Chief Executive Officer of Lucent Technologies Inc. from 2002 to 2006, Chairman of Lucent Technologies Inc. from 2003 to 2006 and Chief Executive Officer and Director of Alcatel-Lucent from 2006 to 2008.

Craig B. Thompson, M.D. has been a director since 2008 and is the Chair of our Research Committee. Mr. Thompson has also served as a director of Charles River Laboratories International, Inc. since 2013. Mr. Thompson was Professor of Medicine at the University of Pennsylvania Medical School from 1999 to 2011, Associate Vice President, Cancer Services at the University of Pennsylvania Health System from 2006 to 2010 and Director of the Abramson Cancer Center from 2006 to 2010. Mr. Thompson has served as President and Chief Executive Officer of the Memorial Sloan-Kettering Cancer Center since 2010.

Wendell P. Weeks has been a director since 2004 and is a member of our Audit and Research Committees. Mr. Weeks has also served as a director of Corning Incorporated since 2000. Mr. Weeks was President and Chief Operating Officer from 2002 to 2005 and President and Chief Executive Officer from 2005 to 2007 of Corning Incorporated. Mr. Weeks has served as Chairman and Chief Executive Officer since 2007 and President since 2010 of Corning Incorporated.

Peter C. Wendell has been a director since 2003 and is a member of our Compensation and Benefits and Research Committees. Mr. Wendell has served as Managing Director of Sierra Ventures since 1982 and a faculty member at the Stanford University Graduate School of Business since 1991.

Purchaser

The following table sets forth information about Purchaser’s directors and executive officers as of December 19, 2014. The current business address of each person is c/o Merck & Co., Inc., 2000 Galloping Hill Road K1-3045, Kenilworth, NJ 07033, and the business telephone number is (908) 740-4000. All directors and executive officers listed below are citizens of the United States.


Name	Age		Position
Sunil A. Patel		43	Director, Vice President
John Mustillo		55	Director
Robert M. Davis		48	Chief Executive Officer
Bruce N. Kuhlik		58	Vice President
Jon Filderman		56	Secretary
Katie Fedosz		37	Assistant Secretary

Executive Officers of Purchaser

Sunil A. Patel has been a director and Vice President since 2014 and has served as Associate Vice President, Corporate Development of Parent since 2013. He has responsibility for Corporate Development, Financial Evaluation & Analysis and Competitive Intelligence. From 2010 to 2013, Mr. Patel served as Executive Director, U.S. Business Development. Prior to 2010, Mr. Patel served as Senior Director, Corporate Licensing.

Robert M. Davis has served as Chief Executive Officer since 2014 and has served as Executive Vice President and Chief Financial Officer of Parent since April 2014. He is responsible for Parent’s worldwide financial organization, investor relations, corporate strategy, corporate business development, global facilities and Parent’s joint venture relationships. Prior to April 2014, Mr. Davis served as Corporate Vice President and President, Baxter Medical Products from 2010 to 2014, Corporate Vice President and President of Baxter’s Renal business and Corporate Vice President and Chief Financial Officer, Baxter Healthcare, from 2006 to 2010.

Bruce N. Kuhlik has served as Vice President since 2014. He has served as Executive Vice President and General Counsel of Parent since 2009. He is responsible for legal, communications and public policy functions. Mr. Kuhlik previously held the same position in 2008.

Jon Filderman has served as Secretary since 2014. He has served as Managing Counsel, Corporate Legal Group of Parent for the last 5 years.

Katie Fedosz has served as Assistant Secretary since 2014. She has served as Senior Assistant Secretary of Parent since 2010, prior to which she was Assistant Secretary from November 2009 to September 2010.

Directors of Purchaser

John Mustillo has been a director since 2014 and has served as an Executive Director, Corporate Development of Parent since April 2003 where he has supported a number of parent’s external transactions. Prior to that, he served as Executive Director, Financial Evaluation & Analysis (FE&A) from July 1999 to March 2003 and prior to that as Senior Director, FE&A from November 1995 to June 1999.

The Letter of Transmittal and certificates evidencing Shares and any other required documents should be sent or delivered by each stockholder or its, his or her broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below:

The Depositary for the Offer is:

LOGO


*If delivering by mail:*		*By overnight or courier:*

Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, Rhode Island 02940-3011		Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 250 Royall Street, Suite V Canton, Massachusetts 02021

Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below. Requests for copies of the Offer to Purchase, the related Letter of Transmittal, the Notice of Guaranteed Delivery and other materials related to the Offer may be directed to the Information Agent or the Dealer Manager. Such copies will be furnished promptly at Purchaser’s expense. Stockholders may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer. Purchaser will not pay any fees or commissions to any broker or dealer or any other person (other than the Information Agent, the Dealer Manager or the Depositary) for soliciting tenders of Shares pursuant to the Offer.

The Information Agent for the Offer is:

LOGO

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

Call Toll-Free (800) 322-2885

Email: tenderoffer@mackenziepartners.com

The Dealer Manager for the Offer is:

LOGO

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

(877) 371-5947

Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL

To Tender Shares of Common Stock

CUBIST PHARMACEUTICALS, INC.

a Delaware corporation

$102.00 NET PER SHARE

Pursuant to the Offer to Purchase

Dated December 19, 2014

MAVEC CORPORATION

a wholly owned subsidiary of

MERCK & CO., INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT

THE END OF THE DAY, IMMEDIATELY AFTER 11:59 P.M., EASTERN TIME,

ON TUESDAY, JANUARY 20, 2015,

UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED

(SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”).

The Depositary for the Offer to Purchase is:

LOGO

By Mail:

By Overnight Courier:

Computershare

c/o Voluntary Corporate Actions

P.O. Box 43011

Providence, RI 02940-3011

Computershare

c/o Voluntary Corporate Actions

250 Royall Street

Suite V

Canton, MA 02021

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary (as defined below). You must sign this Letter of Transmittal in the appropriate space provided therefor below, with signature guaranteed, if required, and complete the IRS Form W-9 included in this Letter of Transmittal, if required. The instructions set forth in this Letter of Transmittal should be read carefully before you tender any of your Shares (as defined below) into the Offer (as defined below).


DESCRIPTION OF SHARES TENDERED
	Shares Tendered
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on certificate(s)) (Attach additional signed list if necessary)	Certificate Number(s)*	Total Number of Shares Represented by Certificate(s)	Book Entry Shares Tendered	Total Number of Shares Tendered*



	Total Shares
* Unless otherwise indicated, it will be assumed that all shares described above are being tendered. See Instruction 4.

VOLUNTARY CORPORATE ACTIONS COY: CBPH

The Offer is not being made to (and no tenders will be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction.

This Letter of Transmittal is to be used by stockholders of Cubist Pharmaceuticals, Inc. (“Cubist”), if certificates (the “Certificates”) for shares of common stock, par value $0.001 per share, of Cubist (the “Shares”) are to be forwarded herewith or, unless an Agent’s Message (as defined in Section 2 of the Offer to Purchase) is utilized, if delivery of Shares is to be made by book-entry transfer to an account maintained by Computershare Trust Company, N.A. at The Depositary Trust Company (“DTC”) (as described in Section 2 of the Offer to Purchase and pursuant to the procedures set forth in Section 3 thereof).

Stockholders whose Certificates are not immediately available, or who cannot complete the procedure for book-entry transfer on a timely basis, or who cannot deliver all other required documents to the Depositary prior to the Expiration Date, must tender their Shares according to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase in order to participate in the Offer. Shares tendered by the Notice of Guaranteed Delivery (as defined below) will be excluded from the calculation of the Minimum Tender Condition (as defined in the Offer to Purchase), unless such Shares and other required documents are received by the Depositary by the Expiration Date. See Instruction 2. Delivery of documents to DTC does not constitute delivery to the Depositary.

Additional Information if Certificates Have Been Lost, Destroyed or Stolen, Are Being Delivered By Book-Entry Transfer, or Are Being Delivered Pursuant to a Previous Notice of Guaranteed Delivery

If Certificates you are tendering with this Letter of Transmittal have been lost, stolen, destroyed or mutilated, you should contact Computershare Trust Company, N.A., in its capacity as transfer agent (the “Transfer Agent”), toll-free at 877-282-1168 or at 781-575-2879 regarding the requirements for replacement. You may be required to post a bond to secure against the risk that the Certificates may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions, for a determination of whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 11.

¨	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED HEREWITH.

¨	CHECK HERE IF YOU HAVE LOST YOUR CERTIFICATE(S) AND REQUIRE ASSISTANCE IN OBTAINING REPLACEMENT CERTIFICATE(S). BY CHECKING THIS BOX, YOU UNDERSTAND THAT YOU MUST CONTACT COMPUTERSHARE TRUST COMPANY, N.A. TO OBTAIN INSTRUCTIONS FOR REPLACING LOST CERTIFICATES. SEE INSTRUCTION 11.

¨	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (NOTE THAT ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN THE SYSTEM OF DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):


Name of Tendering Institution:



DTC Account Number:



Transaction Code Number:

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VOLUNTARY CORPORATE ACTIONS COY: CBPH

¨	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:


Name(s) of Tendering Stockholder(s):



Window Ticket Number (if any):



Date of Execution of Notice of Guaranteed Delivery:



Name of Eligible Institution that Guaranteed Delivery:

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VOLUNTARY CORPORATE ACTIONS COY: CBPH

NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to Mavec Corporation, a Delaware corporation (“Purchaser”), the above described shares of common stock, par value $0.001 per share (the “Shares”), of Cubist Pharmaceuticals, Inc., a Delaware corporation (“Cubist”), pursuant to Purchaser’s offer to purchase any (subject to the Minimum Tender Condition, as defined in the Offer to Purchase) and all of the issued and outstanding Shares, at a price of $102.00 per Share in cash, net to the seller in cash, without interest, but subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 19, 2014 (the “Offer to Purchase”), and in this Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, collectively constitute the “Offer”), receipt of which is hereby acknowledged.

Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), and effective upon acceptance for payment of the Shares validly tendered herewith and not validly withdrawn prior to the Expiration Date (as defined in the Introduction to the Offer to Purchase) in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of Purchaser all right, title and interest in and to all of the Shares that are being tendered hereby (and any and all dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof on or after the date hereof (collectively, “Distributions”)) and irrevocably constitutes and appoints Computershare Trust Company, N.A. (the “Depositary”) the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and any and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest in the Shares tendered by this Letter of Transmittal), to (i) deliver Certificates for such Shares (and any and all Distributions) or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by The Depositary Trust Company (“DTC”), together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Purchaser, (ii) present such Shares (and any and all Distributions) for transfer on the books of Cubist and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms and subject to the conditions of the Offer.

By executing this Letter of Transmittal (or taking action resulting in the delivery of an Agent’s Message, as defined in Section 2 of the Offer to Purchase), the undersigned hereby irrevocably appoints each of the designees of Purchaser the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, (i) to vote at any annual or special meeting of Cubist stockholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, (ii) to execute any written consent concerning any matter as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to and (iii) to otherwise act as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, all of the Shares (and any and all Distributions) tendered hereby and accepted for payment by Purchaser. This appointment will be effective if and when, and only to the extent that, Purchaser accepts such Shares for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Shares (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). Purchaser reserves the right to require that, in order for the Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such Shares, Purchaser or its designees must be able to exercise full voting, consent and other rights with respect to such Shares (and any and all Distributions), including voting at any meeting of Cubist stockholders.

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VOLUNTARY CORPORATE ACTIONS COY: CBPH

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer any and all of the Shares tendered hereby (and any and all Distributions) and that, when the same are accepted for payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title to such Shares (and such Distributions), free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims. The undersigned hereby represents and warrants that the undersigned is the registered owner of the Shares, or the Certificate(s) have been endorsed to the undersigned in blank, or the undersigned is a participant in DTC whose name appears on a security position listing as the owner of the Shares. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby (and any and all Distributions). In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of Purchaser all Distributions in respect of any and all of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the Shares tendered hereby or deduct from such purchase price the amount or value of such Distribution as determined by Purchaser in its sole discretion.

All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned hereby acknowledges that delivery of any Certificate shall be effected, and risk of loss and title to such Certificate shall pass, only upon the proper delivery of such Certificate to the Depositary.

The undersigned understands that the valid tender of Shares pursuant to any of the procedures described in the Offer to Purchase and in the instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer. Purchaser’s acceptance of such Shares for payment will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms and conditions of such extension or amendment). The undersigned recognizes that under certain circumstances set forth in the Offer, Purchaser may not be required to accept for exchange any Shares tendered hereby.

Unless otherwise indicated under “Special Payment Instructions,” please issue a check for the purchase price of all Shares purchased and, if appropriate, return Certificates not tendered or accepted for payment in the name(s) of the registered holder(s) appearing above under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price of all Shares purchased and, if appropriate, return any Certificates not tendered or not accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under “Description of Shares Tendered.” In the event that the boxes entitled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, please issue the check for the purchase price of all Shares purchased and, if appropriate, return any Certificates not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and, if appropriate, return any Certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled “Special Payment Instructions,” please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at DTC designated above. The undersigned recognizes that Purchaser has no obligation, pursuant to the “Special Payment Instructions,” to transfer any Shares from the name of the registered holder thereof if Purchaser does not accept for payment any of the Shares so tendered.

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VOLUNTARY CORPORATE ACTIONS COY: CBPH

SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the purchase price of Shares accepted for payment and/or Certificates not tendered or not accepted for payment are to be issued in the name of someone other than the undersigned.

Issue check and/or certificates to:


Name:
(Please Print)

Address:

(Include Zip Code)

(Taxpayer Identification or Social Security No.)

(Also Complete, as appropriate, Form W-9 Included Below)

SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the purchase price of Shares accepted for payment and/or Certificates evidencing Shares not tendered or not accepted are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown above.

Mail check and/or Certificates to:


Name:
(Please Print)

Address:

(Include Zip Code)

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VOLUNTARY CORPORATE ACTIONS COY: CBPH

IMPORTANT

STOCKHOLDER: SIGN BELOW

(U.S. Holders: Please complete and return the Form W-9 included below)

(Non-U.S. Holders: Please obtain, complete and return appropriate IRS Form W-8)

(Signature(s) of Holder(s) of Shares)

Dated:


Name(s):


(Please Print)

Capacity (full title) (See Instruction 5):



Address:




(Include Zip Code)



Area Code and Telephone No.:



Tax Identification or Social Security No. (See Form W-9 included below):

(Must be signed by registered holder(s) exactly as name(s) appear(s) on Certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by Certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.)

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VOLUNTARY CORPORATE ACTIONS COY: CBPH

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of Shares tendered herewith, unless such registered holder has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on this Letter of Transmittal or (b) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Securities Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an “Eligible Institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. Requirements of Tender. No alternative, conditional or contingent tenders will be accepted. In order for Shares to be validly tendered pursuant to the Offer, one of the following procedures must be followed:

For Shares held as physical certificates, the Certificates representing tendered Shares, a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front page of this Letter of Transmittal before the Expiration Date (unless the tender is made during a subsequent offering period, if one is provided, in which case the Certificates representing Shares, this Letter of Transmittal and other documents must be received before the expiration of any such the subsequent offering period).

For Shares held in book-entry form, either a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, or an Agent’s Message in lieu of this Letter of Transmittal, and any other required documents, must be received by the Depositary at one of its addresses set forth on the front page of this Letter of Transmittal, and such Shares must be delivered according to the book-entry transfer procedures (as set forth in Section 3 of the Offer to Purchase) and a timely confirmation of a book-entry transfer of Shares into the Depositary’s account at DTC (a “Book-Entry Confirmation”) must be received by the Depositary, in each case before the Expiration Date (unless the tender is made during a subsequent offering period, if one is provided, in which case this Letter of Transmittal or an Agent’s Message in lieu of this Letter of Transmittal, and other documents must be received before the expiration of any such the subsequent offering period).

Stockholders whose Certificates are not immediately available, or who cannot complete the procedure for delivery by book-entry transfer prior to the Expiration Date or who cannot deliver all other required documents to the Depositary prior to the Expiration Date, may tender their Shares by properly completing and duly executing a notice of guaranteed delivery (a “Notice of Guaranteed Delivery”) pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution, (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by Purchaser, must be received by the Depositary prior to the Expiration Date and (iii) Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with this Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees (or, in the case of book-entry transfer of Shares, either this Letter of Transmittal or an Agent’s Message in lieu of this Letter of Transmittal), and any other documents required by this Letter of Transmittal, must be received by the Depositary within three NASDAQ Global Market trading days after the date of execution of such Notice of Guaranteed Delivery. A Notice of Guaranteed Delivery may be delivered by overnight courier or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by Purchaser. In the

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VOLUNTARY CORPORATE ACTIONS COY: CBPH

case of Shares held through DTC, the Notice of Guaranteed Delivery must be delivered to the Depositary by a participant by means of the confirmation system of DTC. Shares tendered by the Notice of Guaranteed Delivery will be excluded from the calculation of the Minimum Tender Condition, unless such Shares and other required documents are received by the Depositary by the Expiration Date.

The method of delivery of Shares, this Letter of Transmittal and all other required documents, including delivery through DTC, is at the election and risk of the tendering stockholder. Shares will be deemed delivered (and the risk of loss of Certificates will pass) only when actually received by the Depositary (including, in the case of a book-entry transfer, by Book-Entry Confirmation). If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No fractional Shares will be purchased. By executing this Letter of Transmittal, the tendering stockholder waives any right to receive any notice of the acceptance for payment of Shares.

3. Inadequate Space. If the space provided herein is inadequate, Certificate numbers, the number of Shares represented by such Certificates and/or the number of Shares tendered should be listed on a separate signed schedule attached hereto.

4. Partial Tenders (Not Applicable to Stockholders who Tender by Book-Entry Transfer). If fewer than all the Shares represented by any Certificate delivered to the Depositary are to be tendered, fill in the number of Shares which are to be tendered in the box entitled “Total Number of Shares Tendered”. In such case, a new Certificate for the remainder of the Shares represented by the old Certificate will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable following the expiration or termination of the Offer. All Shares represented by Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.

(a) Exact Signatures. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Certificates without alteration, enlargement or any change whatsoever.

(b) Joint Holders. If any of the Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.

(c) Different Names on Certificates. If any of the Shares tendered hereby are registered in different names on different Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of Certificates.

(d) Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of Certificates or separate stock powers are required unless payment of the purchase price is to be made, or Shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such Certificates or stock powers must be guaranteed by an Eligible Institution.

(e) Stock Powers. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, Certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the Certificates for such Shares. Signature(s) on any such Certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1.

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VOLUNTARY CORPORATE ACTIONS COY: CBPH

(f) Evidence of Fiduciary or Representative Capacity. If this Letter of Transmittal or any Certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other legal entity or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Depositary of the authority of such person so to act must be submitted. Proper evidence of authority includes a power of attorney, a letter of testamentary or a letter of appointment.

6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6, Purchaser or any successor entity thereto will pay all stock transfer taxes with respect to the transfer and sale of any Shares to it or its order pursuant to the Offer (for the avoidance of doubt, transfer taxes do not include United States federal income taxes or backup withholding taxes). If, however, payment of the purchase price is to be made to, or if Certificate(s) for Shares not tendered or not accepted for payment are to be registered in the name of, any person(s) other than the registered holder(s), or if tendered Certificate(s) are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes or other taxes required by reason of the payment to a person other than the registered holder of such Shares (whether imposed on the registered holder(s) or such other person(s)) payable on account of the transfer to such other person(s) will be deducted from the purchase price of such Shares purchased unless evidence satisfactory to Purchaser of the payment of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Certificate(s) evidencing the Shares tendered hereby.

7. Special Payment and Delivery Instructions. If a check is to be issued for the purchase price of any Shares tendered by this Letter of Transmittal in the name of, and, if appropriate, Certificates for Shares not tendered or not accepted for payment are to be issued or returned to, any person(s) other than the signer of this Letter of Transmittal or if a check and, if appropriate, such Certificates are to be returned to any person(s) other than the person(s) signing this Letter of Transmittal or to an address other than that shown in this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal must be completed.

8. Form W-9. To avoid backup withholding, a tendering stockholder that is a United States person (as defined for United States federal income tax purposes) is required to provide the Depositary with a correct Taxpayer Identification Number (“TIN”) on IRS Form W-9, which is included herein, and to certify, under penalties of perjury, that such number is correct and that such stockholder is not subject to backup withholding of federal income tax, and that such stockholder is a United States person (as defined for United States federal income tax purposes). If the stockholder is an individual, the stockholder’s TIN is generally such stockholder’s Social Security number. If the tendering stockholder has been notified by the United States Internal Revenue Service (“IRS”) that such stockholder is subject to backup withholding, such stockholder must cross out item (2) of the Certification section of the IRS Form W-9, unless such stockholder has since been notified by the IRS that such stockholder is no longer subject to backup withholding. Failure to provide the information on the IRS Form W-9 may subject the tendering stockholder to backup withholding on the payment of the purchase price of all Shares purchased from such stockholder. If the tendering stockholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such stockholder should write “Applied For” in the space for the TIN on the IRS Form W-9, sign and date the IRS Form W-9 and sign and date the Certificate of Awaiting Taxpayer Identification Number. If you write “Applied For” in the space for the TIN and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold a portion of all payments of the purchase price to such stockholder until a TIN is provided to the Depositary. Certain stockholders (including, among others, corporations) may not be subject to backup withholding. Foreign stockholders that are not United States persons (as defined for United States federal income tax purposes) should submit an appropriate and properly completed applicable IRS Form W-8, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriate. Exempt stockholders, other than foreign stockholders, should furnish

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VOLUNTARY CORPORATE ACTIONS COY: CBPH

their TIN, check the appropriate box on the Form W-9 and sign, date and return the Form W-9 to the Depositary in order to avoid erroneous backup withholding. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS if eligibility is established and appropriate procedure is followed. See the instructions enclosed with the IRS Form W-9 included in this Letter of Transmittal for more instructions.

9. Irregularities. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser, in its sole discretion, which determination shall be final and binding on all parties. However, stockholders may challenge Purchaser’s determinations in a court of competent jurisdiction. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of which may, in the opinion of its counsel, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been waived or cured within such time as Purchaser shall determine. None of Purchaser, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notice of any defects or irregularities in tenders or incur any liability for failure to give any such notice. Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

10. Questions and Requests for Additional Copies. The Information Agent and the Dealer Manager may be contacted at their respective addresses and telephone numbers set forth on the last page of this Letter of Transmittal for questions and/or requests for additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance. Such copies will be furnished promptly at Purchaser’s expense.

11. Lost, Stolen Destroyed or Mutilated Certificates. If any Certificate has been lost, stolen, destroyed or mutilated, the stockholder should promptly notify the Transfer Agent toll-free at 877-282-1168 or 781-575-2879. The stockholder will then be instructed as to the steps that must be taken in order to replace such Certificates. You may be required to post a bond to secure against the risk that the Certificates(s) may be subsequently recirculated. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed. You are urged to contact the Transfer Agent immediately in order to receive further instructions and for a determination of whether you will need to post a bond and to permit timely processing of this documentation. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed, mutilated or stolen Certificates have been followed.

Certificates evidencing tendered Shares, or a Book-Entry Confirmation into the Depositary’s account at DTC, as well as this Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or an Agent’s Message (if utilized in lieu of this Letter of Transmittal in connection with a book-entry transfer), and any other documents required by this Letter of Transmittal, must be received before the Expiration Date, or the tendering stockholder must comply with the procedures for guaranteed delivery.

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Form W-9

(Rev. August 2013)

Department of the Treasury

Internal Revenue Service

Request for Taxpayer

Identification Number and Certification

Give Form to the

requester. Do not

send to the IRS.

Print or type

See

Specific Instructions

on page 2.

Name (as shown on your income tax return)

Business name/disregarded entity name, if different from above

Check appropriate box for federal tax classification:

Exemptions (see instructions):

Exempt payee code (if any)

Exemption from FATCA
reporting code (if any)

Individual/sole Proprietor

C Corporation

Partnership

Trust/estate

¨ Limited liability company. Enter the tax classification (C = C corporation, S = S corporation, P = partnership ^u

¨ Other (see instructions) ^u

Address (number, street, and apt. or suite no.)

Requester’s name and address (optional)

City, state, and ZIP code

List account number(s) here (optional)


Part I		Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Social security number

–

Employer Identification Number

–


Part II		Certification

Under penalties of perjury, I certify that:

The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

I am a U.S. citizen or other U.S. person (defined below), and

The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.


Sign Here		Signature of U.S. person ^u		Date ^u

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. The IRS has created a page on IRS.gov for information about Form W-9, at www.irs.gov/w9. Information about any future developments affecting Form W-9 (such as legislation enacted after we release it) will be posted on that page.

Purpose of Form

A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, payments made to you in settlement of payment card and third party network transactions, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S.

trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct.

Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

— An individual who is a U.S. citizen or U.S. resident alien,

— A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

— An estate (other than a foreign estate), or

— A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

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In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States:

— In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity,

— In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust, and

— In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships on page 1.

What is FATCA reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name/disregarded entity name” line.

Partnership, C Corporation, or S Corporation. Enter the entity’s name on the “Name” line and any business, trade, or “doing business as (DBA) name” on the “Business name/disregarded entity name” line.

Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulation section 301.7701-2(c)(2)(iii). Enter the owner’s name on the “Name” line. The name of the entity entered on the “Name” line should never be a disregarded entity. The name on the “Name” line must be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on the “Name” line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on the “Business name/disregarded entity name” line. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Note. Check the appropriate box for the U.S. federal tax classification of the person whose name is entered on the “Name” line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).

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Limited liability company (LLC). If the person identified on the “Name” line is an LLC, check the “Limited liability company” box only and enter the appropriate code for the U.S. federal tax classification in the space provided. If you are an LLC that is treated as a partnership for U.S. federal tax purposes, enter “P” for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter “C” for C corporation or “S” for S corporation, as appropriate. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the “Name” line) is another LLC that is not disregarded for U.S. federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the “Name” line.

Other entities. Enter your business name as shown on required U.S. federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name/disregarded entity name” line.

Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the Exemptions box, any code(s) that may apply to you. See Exempt payee code and Exemption from FATCA reporting code on page 3.

Exempt payee code. Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

The following payees are exempt from backup withholding:

The following codes identify payees that are exempt from backup withholding:

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities

3—A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

5—A corporation

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States

7—A futures commission merchant registered with the Commodity Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a)

11—A financial institution

12—A middleman known in the investment community as a nominee or custodian

13—A trust exempt from tax under section 664 or described in section 4947

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.


IF the payment is for . . .		THEN the payment is exempt for . . .
Interest and dividend payments		All exempt payees except for 7
Broker transactions		Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends		Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,000¹		Generally, exempt payees 1 through 5 ²
Payments made in settlement of payment card or third party network transactions		Exempt payees 1 through 4

¹	See Form 1099-MISC, Miscellaneous Income, and its instructions.

²	However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

B—The United States or any of its agencies or instrumentalities

C—A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities

D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Reg. section 1.1472-1(c)(1)(i)

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Reg. section 1.1472-1(c)(1)(i)

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

G—A real estate investment trust

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

I—A common trust fund as defined in section 584(a)

J—a bank as defined in section 581

K—a broker

L—A trust exempt from tax under section 664 or described in section 4947(a)(1)

M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

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If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, and 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the “Name” line must sign. Exempt payees, see Exempt Payee on page 2.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester


For this type of account:			Give name and SSN of:
	1.	Individual	The individual
	2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account ¹
	3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor ²
	4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee ¹
		b. So-called trust account that is not a legal or valid trust under state law	The actual owner ¹
	5.	Sole proprietorship or disregarded entity owned by an individual	The owner ³
	6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))	The grantor *
For this type of account:			Give name and EIN of:
	7.	Disregarded entity not owned by an individual	The owner
	8.	A valid trust, estate, or pension trust	Legal entity ⁴
	9.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
	10.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
	11.	Partnership or multi-member LLC	The partnership
	12.	A broker or registered nominee	The broker or nominee
	13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
	14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))	The trust

¹	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

²	Circle the minor’s name and furnish the minor’s SSN.

³	You must show your individual name and you may also enter your business or “DBA” name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴	List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

*	Note. Grantor also must provide a Form W-9 to trustee of trust.

*	Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

— Protect your SSN,

— Ensure your employer is protecting your SSN, and

— Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

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For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877- IDTHEFT (1-877-438-4338).

Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

VOLUNTARY CORPORATE ACTIONS COY: CBPH

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under the penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the Subscription Agent, 28% of all reportable payments made to me will be withheld, but will be refunded to me if I provide a certified taxpayer identification number within 60 days.


Signature:		Date:

VOLUNTARY CORPORATE ACTIONS COY: CBPH

The Depositary for the Offer to Purchase is:

LOGO


By Mail:		By Overnight Courier:

Computershare c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011		Computershare c/o Voluntary Corporate Actions 250 Royall Street Suite V Canton, MA 02021

The Information Agent and the Dealer Manager may be contacted at their respective addresses and telephone numbers listed below for questions and/or requests for additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance. Such copies will be furnished promptly at Purchaser’s expense.

The Information Agent for the Offer is:

LOGO

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

Call Toll-Free (800) 322-2885

Email: tenderoffer@mackenziepartners.com

The Dealer Manager for the Offer is:

LOGO

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

(877) 371-5947

VOLUNTARY CORPORATE ACTIONS COY: CBPH

Exhibit (a)(1)(C)

NOTICE OF GUARANTEED DELIVERY

For Tender of Shares of Common Stock

CUBIST PHARMACEUTICALS, INC.

a Delaware corporation

$102.00 NET PER SHARE

Pursuant to the Offer to Purchase

dated December 19, 2014

MAVEC CORPORATION

a wholly-owned subsidiary of

MERCK & CO., INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT

THE END OF THE DAY, IMMEDIATELY AFTER 11:59 P.M., EASTERN TIME,

ON TUESDAY, JANUARY 20, 2015,

UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED

(SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”).

This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as defined below) if (i) certificates representing shares of common stock, par value $0.001 per share (the “Shares”), of Cubist Pharmaceuticals, Inc., a Delaware corporation (“Cubist”), are not immediately available, (ii) the procedure for book-entry transfer cannot be completed prior to the Expiration Date or (iii) time will not permit all required documents to reach Computershare Trust Company, N.A. (the “Depositary”) prior to the Expiration Date. This Notice of Guaranteed Delivery may be delivered by overnight courier or mailed to the Depositary. See Section 3 of the Offer to Purchase (as defined below).

The Depositary for the Offer to Purchase is:

LOGO


By Mail:	By Facsimile Transmission:	By Overnight Courier:

Computershare c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011	For Eligible Institutions Only: (617) 360-6810 For Confirmation Only Telephone: (781) 575-2332	Computershare c/o Voluntary Corporate Actions 250 Royall Street Suite V Canton, MA 02021

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED IN SECTION 3 OF THE OFFER TO PURCHASE) UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE APPROPRIATE LETTER OF TRANSMITTAL.

The Eligible Institution that completes this Notice of Guaranteed Delivery must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal (as defined below) or an Agent’s Message (as defined in Section 2 of the Offer to Purchase) and certificates for Shares (or Book-Entry Confirmation, as defined in Section 2 of the Offer to Purchase) to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

Ladies and Gentlemen:

The undersigned hereby tenders to Mavec Corporation, a Delaware corporation and a wholly-owned subsidiary of Merck & Co., Inc., a New Jersey corporation, upon the terms and subject to the conditions set forth in the offer to purchase, dated December 19, 2014 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related letter of transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), receipt of which is hereby acknowledged, the number of Shares of Cubist specified below, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Shares tendered by the Notice of Guaranteed Delivery will be excluded from the calculation of the Minimum Tender Condition (as defined in the Offer to Purchase), unless such Shares and other required documents are received by the Depositary by the Expiration Date.

Number of Shares and Certificate No(s)

(if available)

¨ Check here if Shares will be tendered by book-entry transfer.


Name of Tendering Institution:

DTC Account Number:

Dated:


Name(s) of Record Holder(s):
(Please type or print)

Address(es):
		(Zip Code)

Area Code and Tel. No.
		(Daytime telephone number)

Signature(s):
Notice of Guaranteed Delivery

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, an Eligible Institution, hereby (i) represents that the tender of Shares effected hereby complies with Rule 14e-4 under the U.S. Securities Exchange Act of 1934, as amended, and (ii) within three NASDAQ Global Select Market trading days of the date hereof, (A) guarantees delivery to the Depositary, at one of its addresses set forth above, of certificates representing the Shares tendered hereby, in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal and any other documents required by the Letter of Transmittal or (B) guarantees a Book-Entry Confirmation of the Shares tendered hereby into the Depositary’s account at The Depository Trust Company (pursuant to the procedures set forth in Section 3 of the Offer to Purchase), together with a properly completed and duly executed Letter of Transmittal, or an Agent’s Message (defined in Section 2 of the Offer to Purchase) in lieu of such Letter of Transmittal, and any other documents required by the Letter of Transmittal.


		Name of Firm:
		Address:

				(Zip Code)
		Area Code and Telephone No.:


		(Authorized Signature)

		Name:
		(Please type or print)

		Title:

		Date:

NOTE:

DO NOT SEND CERTIFICATES REPRESENTING TENDERED SHARES WITH THIS NOTICE. CERTIFICATES REPRESENTING TENDERED SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

Exhibit (a)(1)(D)

Offer To Purchase For Cash

All Outstanding Shares of Common Stock

CUBIST PHARMACEUTICALS, INC.

a Delaware corporation

$102.00 NET PER SHARE

Pursuant to the Offer to Purchase dated December 19, 2014

MAVEC CORPORATION

a wholly-owned subsidiary of

MERCK & CO., INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT

THE END OF THE DAY, IMMEDIATELY AFTER 11:59 P.M., EASTERN TIME,

ON TUESDAY, JANUARY 20, 2015,

UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED

(SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”).

December 19, 2014

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been engaged by Mavec Corporation, a Delaware corporation (which we refer to as “Purchaser”) and a wholly-owned subsidiary of Merck & Co., Inc., a New Jersey corporation (which we refer to as “Parent”), to act as Information Agent in connection with Purchaser’s offer to purchase any (subject to the Minimum Tender Condition, as defined in the Offer to Purchase) and all outstanding shares of common stock, par value $0.001 per share (which we refer to as “Shares”), of Cubist Pharmaceuticals, Inc., a Delaware corporation (which we refer to as “Cubist”), at a price of $102.00 per Share in cash, net to the seller in cash, without interest, but subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 19, 2014 (what we refer to as the “Offer to Purchase”), and the related Letter of Transmittal (what we refer to as the “Letter of Transmittal” and what, together with the Offer to Purchase, each as may be amended or supplemented from time to time, we refer to as the “Offer”) enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee.

The Offer is not subject to any financing condition. The conditions to the Offer are described in Section 15 of the Offer to Purchase.

For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1. The Offer to Purchase;

2. The Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients, together with the included Internal Revenue Service Form W-9;

3. A notice of guaranteed delivery to be used to accept the Offer if Shares and all other required documents cannot be delivered to Computershare Trust Company, N.A. (the “Depositary”) by the Expiration Date or if the procedure for book-entry transfer cannot be completed by the Expiration Date (the “Notice of Guaranteed Delivery”); and

4. A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer.

We urge you to contact your clients as promptly as possible. Please note that the Offer and withdrawal rights will expire at the end of the day, immediately after 11:59 p.m., Eastern Time, on Tuesday, January 20, 2015, unless the Offer is extended or earlier terminated.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of December 8, 2014 (the “Merger Agreement”), by and among Parent, Purchaser and Cubist. The Merger Agreement provides, among other things, that, as soon as practicable following the consummation of the Offer and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, Purchaser will be merged with and into Cubist (the “Merger”), with Cubist continuing after the Merger as the surviving corporation and a wholly-owned subsidiary of Parent.

For Shares to be properly tendered pursuant to the Offer, (a) the share certificates or confirmation of receipt of such Shares under the procedure for book-entry transfer, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or, in the case of book-entry transfer, either such Letter of Transmittal or an Agent’s Message (as defined in Section 2 of the Offer to Purchase) in lieu of such Letter of Transmittal, and any other documents required in the Letter of Transmittal, must be timely received by the Depositary or (b) the tendering stockholder must comply with the guaranteed delivery procedures, all in accordance with the Offer to Purchase and the Letter of Transmittal. You may gain some additional time by making use of the Notice of Guaranteed Delivery. Shares tendered by the Notice of Guaranteed Delivery will be excluded from the calculation of the Minimum Tender Condition, unless such Shares and other required documents are received by the Depositary by the Expiration Date.

Except as set forth in the Offer to Purchase, Purchaser will not pay any fees or commissions to any broker or dealer or other person for soliciting tenders of Shares pursuant to the Offer. Purchaser will, however, upon request, reimburse brokers, dealers, commercial banks, trust companies and other nominees for customary mailing and handling expenses incurred by them in forwarding the offering material to their customers. Purchaser will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.

Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the undersigned at the address and telephone numbers set forth below.

Very truly yours,

MACKENZIE PARTNERS

Nothing contained herein or in the enclosed documents shall render you the agent of Purchaser, the Information Agent or the Depositary or any affiliate of any of them or authorize you or any other person to use any document or make any statement on behalf of any of them in connection with the Offer other than the enclosed documents and the statements contained therein.

The Information Agent for the Offer is:

LOGO

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

Call Toll-Free (800) 322-2885

Email: tenderoffer@mackenziepartners.com

Exhibit (a)(1)(E)

Offer To Purchase For Cash

All Outstanding Shares of Common Stock

CUBIST PHARMACEUTICALS, INC.

a Delaware corporation

$102.00 NET PER SHARE

Pursuant to the Offer to Purchase dated December 19, 2014

MAVEC CORPORATION

a wholly-owned subsidiary of

MERCK & CO., INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT

THE END OF THE DAY, IMMEDIATELY AFTER 11:59 P.M., EASTERN TIME,

ON TUESDAY, JANUARY 20, 2015,

UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED

(SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”).

December 19, 2014

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated December 19, 2014 (what we refer to as the “Offer to Purchase”), and the related Letter of Transmittal (what we refer to as the “Letter of Transmittal” and what, together with the Offer to Purchase, as each may be amended or supplemented from time to time, we refer to as the “Offer”) in connection with the offer by Mavec Corporation, a Delaware corporation (which we refer to as “Purchaser”) and a wholly-owned subsidiary of Merck & Co, Inc., a New Jersey corporation (which we refer to as “Parent”), to purchase any (subject to the Minimum Tender Condition, as defined in the Offer to Purchase) and all outstanding shares of common stock, par value $0.001 per share (which we refer to as “Shares”), of Cubist Pharmaceuticals, Inc., a Delaware corporation (which we refer to as “Cubist”), at a price of $102.00 per Share in cash, net to the seller in cash, without interest, but subject to any required withholding of taxes, upon the terms and subject to the conditions of the Offer.

We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the Letter of Transmittal.

Please note carefully the following:

1. The offer price for the Offer is $102.00 per Share in cash, net to you in cash, without interest, but subject to any required withholding of taxes.

2. The Offer is being made for all outstanding Shares.

3. The Offer is being made in connection with the Agreement and Plan of Merger, dated as of December 8, 2014 (together with any amendments or supplements thereto, what we refer to as the “Merger Agreement”), among Parent, Purchaser and Cubist, pursuant to which, after the completion of the Offer and the satisfaction or waiver of the conditions set forth therein, Purchaser will be merged with and into Cubist, and Cubist will be the surviving corporation (which we refer to as the “Merger”).

4. The Offer and withdrawal rights will expire at the end of the day, immediately after 11:59 p.m., Eastern Time, on Tuesday, January 20, 2015, unless the Offer is extended by Purchaser or earlier terminated.

5. The Offer is not subject to any financing condition. The Offer is subject to the conditions described in Section 15 of the Offer to Purchase.

6. Tendering stockholders who are record owners of their Shares and who tender directly to Computershare Trust Company, N.A. (the “Depositary”) will not be obligated to pay brokerage fees, commissions or similar expenses or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer.

If you wish to have us tender any or all of your Shares, then please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, then all such Shares will be tendered unless otherwise specified on the Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the Expiration Date.

The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

INSTRUCTION FORM

With Respect to the Offer to Purchase for Cash

All Outstanding Shares of Common Stock

CUBIST PHARMACEUTICALS, INC.

a Delaware corporation

$102.00 NET PER SHARE

Pursuant to the Offer to Purchase dated December 19, 2014

MAVEC CORPORATION

a wholly-owned subsidiary of

MERCK & CO., INC.

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated December 19, 2014 (what we refer to as the “Offer to Purchase”), and the related Letter of Transmittal (what we refer to as the “Letter of Transmittal” and what, together with the Offer to Purchase, as each may be amended or supplemented from time to time, we refer to as the “Offer”), in connection with the offer by Mavec Corporation, a Delaware corporation (which we refer to as “Purchaser”) and a wholly-owned subsidiary of Merck & Co., Inc., a New Jersey corporation, to purchase any (subject to the Minimum Tender Condition) and all outstanding shares of common stock, par value $0.001 per share (which we refer to as “Shares”), of Cubist Pharmaceuticals, Inc., a Delaware corporation, at a price of $102.00 per Share in cash, net to the seller in cash, without interest, but subject to any required withholding of taxes, upon the terms and subject to the conditions of the Offer.

The undersigned hereby instruct(s) you to tender to Purchaser the number of Shares indicated below or, if no number is indicated, all Shares held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer. The undersigned understands and acknowledges that all questions as to validity, form and eligibility of the surrender of any certificate representing Shares submitted on my behalf will be determined by Purchaser and such determination shall be final and binding.


ACCOUNT NUMBER:

NUMBER OF SHARES BEING TENDERED

HEREBY: SHARES*

The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery prior to the Expiration Date (as defined in the Offer to Purchase).


Dated:
								Signature(s)


								Please Print Name(s)


Address:
		(Include Zip Code)


Area code and Telephone no.


Tax Identification or Social Security No.

*	Unless otherwise indicated, it will be assumed that all Shares held by us for our account are to be tendered.

Exhibit (a)(1)(F)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely by the Offer to Purchase, dated December 19, 2014, and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of Shares. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser (as defined below) by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

Notice of Offer to Purchase for Cash

All Outstanding Shares of Common Stock

CUBIST PHARMACEUTICALS, INC.

a Delaware corporation

$102.00 NET PER SHARE

Pursuant to the Offer to Purchase dated December 19, 2014

MAVEC CORPORATION

a wholly owned subsidiary of

MERCK & CO., INC.

Mavec Corporation, a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Merck & Co., Inc., a New Jersey corporation (“Parent”), is offering to purchase for cash any (subject to the Minimum Tender Condition, as described below) and all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Cubist Pharmaceuticals, Inc., a Delaware corporation (“Cubist”), at a price of $102.00 per Share (the “Offer Price”) in cash, net to the seller in cash, without interest, but subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 19, 2014 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, constitutes the “Offer”).

Stockholders of record who tender directly to Computershare Trust Company, N.A. (the “Depositary”) will not be obligated to pay brokerage fees, commissions or similar expenses or, except as otherwise provided in the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, dealer, commercial bank, trust company or other nominee should consult with such institution as to whether it charges any service fees or commissions.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END OF THE DAY, IMMEDIATELY AFTER 11:59 P.M., EASTERN TIME, ON TUESDAY, JANUARY 20, 2015, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of December 8, 2014 (as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Purchaser and Cubist. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Cubist (the “Merger”), with Cubist continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of Parent. Because the Merger will be governed by Section 251(h) of the General Corporation Law of the State of Delaware (“DGCL”), no Cubist stockholder vote will be required to consummate the Merger. In the Merger, each Share

outstanding immediately prior to the effective time of the Merger (other than Shares held in the treasury of the Company, Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, Shares owned by Parent, Purchaser or any direct or indirect wholly owned subsidiary of Parent or Purchaser, and Shares held by stockholders who have perfected and not withdrawn a demand for, or lost their right to, appraisal pursuant to Section 262 of the DGCL with respect to such Shares) will be automatically canceled and converted into the right to receive $102.00 per Share or any greater per Share price paid in the Offer, without interest but subject to any required withholding of taxes. As a result of the Merger, Cubist will cease to be a publicly traded company and will become wholly owned by Parent. Under no circumstances will interest be paid on the purchase price for Shares, regardless of any extension of the Offer or any delay in making payment for Shares. The Merger Agreement is more fully described in the Offer to Purchase.

The Offer is not subject to any financing condition. The Offer is conditioned upon, among other things, (a) the absence of a termination of the Merger Agreement in accordance with its terms and (b) the satisfaction of (i) the Minimum Tender Condition (as described below) (ii) the Regulatory Condition (as described below) and (iii) the Governmental Entity Condition (as described below). The Minimum Tender Condition requires that the number of Shares validly tendered and received in accordance with the terms of the Offer and not properly withdrawn on or prior to the end of the day, immediately after 11:59 p.m., Eastern Time, on Tuesday, January 20, 2015 (the “Expiration Date”, unless Purchaser shall have extended the period during which the Offer is open in accordance with the Merger Agreement, in which event “Expiration Date” shall mean the latest time and date at which the Offer, as so extended by Purchaser, shall expire), together with any Shares then owned beneficially by Parent and Purchaser (together with their wholly-owned subsidiaries), constitutes at least one Share more than one-half of all Shares then-outstanding as of the Expiration Date. The Regulatory Condition requires, among other things, (i) that the waiting period (and any extension thereof) applicable to the consummation of the Offer and the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, shall have expired or been terminated, (ii) the transactions contemplated by the Merger Agreement shall have been cleared under the Austrian Cartel Act (Kartellgesetz 2005), and (iii) confirmation from the French Ministry of Economy (in form and substance reasonably satisfactory to Parent) that Articles L.151-3 and R.153-1 and seq (as modified by Decree n°2014-479 of May 14, 2014) of the French Monetary and Financial Code do not apply to the transactions contemplated by the Merger Agreement or, in the alternative, requisite authorization without condition of the French Ministry of Economy of the transactions contemplated by the Merger Agreement. The Governmental Entity Condition requires that there is no law, decree, judgment, order or injunction, promulgated, enacted, entered, enforced, issued or amended by any governmental entity of competent jurisdiction that restrains, enjoins or otherwise prohibits the making or consummation of the Offer or the Merger. The Offer is also subject to other conditions (each individually, an “Offer Condition”, and collectively, the “Offer Conditions”) as described in the Offer to Purchase.

The board of directors of Cubist (at a meeting or meetings duly called and held) has unanimously (i) determined that the Merger Agreement and such transactions are fair to and in the best interests of Cubist and its stockholders, (ii) approved, declared advisable, and adopted the Merger Agreement, and (iii) subject to the terms of the Merger Agreement, resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer.

The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer and in which Parent is required to cause the Purchaser to extend the Offer. Specifically, the Merger Agreement provides that Purchaser must extend the Offer (i) to a date that is not more than 10 business days after any previously scheduled Expiration Date if any Offer Condition has not been satisfied or waived in order to permit the satisfaction of the Offer Conditions and (ii) for any period required by any rules or regulations of the SEC, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of The NASDAQ Stock Market LLC. However, in no event will Purchaser be required to extend the Offer and the Expiration Date to a date later than April 7, 2015, which date may be extended until June 6, 2015 at the election of Parent or Cubist if the Regulatory Condition is not satisfied but all

other conditions to the Offer shall have been satisfied or waived. Purchaser has agreed that it will terminate the Offer promptly upon any termination of the Merger Agreement (and in any event within 24 hours of such termination).

Subject to the terms and conditions of the Merger Agreement and applicable law, Purchaser expressly reserves the right (but will not be obligated) at any time or from time to time, in its sole discretion, to waive any Offer Condition or amend the terms of the Offer, including the Offer Price; provided, however, that, without the prior written consent of Cubist, Purchaser shall not be permitted to (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) amend or waive the Minimum Tender Condition, (iv) add to the Offer Conditions, (v) modify the Offer Conditions in a manner that is adverse to the holders of Shares, (vi) extend or otherwise change the Expiration Date in a manner other than pursuant to and in accordance with the terms of the Merger Agreement or (vii) increase the Offer Price by an increment of less than $0.25. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., Eastern time, on the next business day after the previously scheduled Expiration Date.

Because the Merger will be governed by Section 251(h) of the DGCL, Purchaser does not expect there to be a significant period of time between the consummation of the Offer and the consummation of the Merger.

On the terms of and subject to the Offer Conditions, promptly after the Expiration Date of the Offer, Purchaser will accept for payment, and pay for, all Shares validly tendered to Purchaser in the Offer and not properly withdrawn prior to the Expiration Date. For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not properly withdrawn as, if and when Purchaser gives oral or written notice to the Depositary of its acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the Offer Price for such Shares with the Depositary, which will act as paying agent for tendering stockholders for the purpose of receiving payments from Purchaser and transmitting such payments to tendering stockholders whose Shares have been accepted for payment. If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser’s rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on Purchaser’s behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in the Offer to Purchase and as otherwise required by Rule 14e-1(c) under the Exchange Act. Under no circumstances will Parent or Purchaser pay interest on the purchase price for Shares by reason of any extension of the Offer or any delay in making such payment for Shares.

No alternative, conditional or contingent tenders will be accepted. In all cases, payment for Shares accepted for payment pursuant to the Offer will only be made after timely receipt by the Depositary of (i) certificates evidencing such Shares (the “Certificates”) or confirmation of a book-entry transfer of such Shares (a “Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in the Offer to Purchase, (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as described in the Offer to Purchase) in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary.

Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after February 16, 2015, which is the 60th day after the date of the commencement of the Offer.

For a withdrawal to be proper and effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of

the Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name in which the Certificates are registered if different from that of the person who tendered such Shares. If Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as described in the Offer to Purchase), unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in the Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Shares.

Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in the Offer to Purchase at any time prior to the Expiration Date.

Purchaser will determine, in its sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal and Purchaser’s determination will be final and binding. None of Purchaser, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notice of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Exchange Act is contained in the Offer to Purchase and is incorporated herein by reference.

Cubist has provided Purchaser with Cubist’s stockholder list and security position listings for the purpose of disseminating the Offer to Purchase, the related Letter of Transmittal and other related materials to holders of Shares. The Offer to Purchase and related Letter of Transmittal will be mailed to record holders of Shares whose names appear on Cubist’s stockholder list and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

The exchange of Shares for cash pursuant to the Offer or the Merger will be a taxable transaction to U.S. Holders for United States federal income tax purposes. See the Offer to Purchase for a more detailed discussion of the tax treatment of the Offer. Each holder of Shares should consult with its tax advisor as to the particular tax consequences to such holder of exchanging Shares for cash in the Offer or the Merger.

The Offer to Purchase and the related Letter of Transmittal contain important information. Holders of Shares should carefully read both documents in their entirety before any decision is made with respect to the Offer.

Questions and requests for assistance may be directed to the Information Agent at its address and telephone numbers set forth below. Requests for copies of the Offer to Purchase, the Letter of Transmittal, the notice of guaranteed delivery and other tender offer materials may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers listed below. Such copies will be furnished promptly at Purchaser’s expense. Stockholders may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer. Except as set forth in the Offer to Purchase, neither Purchaser nor Parent will pay any fees or commissions to any broker or dealer or any other person for soliciting tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks, trust companies or other nominees will, upon request, be reimbursed by Purchaser for customary mailing and handling expenses incurred by them in forwarding the Offer materials to their customers.

The Information Agent for the Offer is:

LOGO

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

Call Toll-Free (800) 322-2885

Email: tenderoffer@mackenziepartners.com

The Dealer Manager for the Offer is:

LOGO

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

(877) 371-5947

December 19, 2014

Exhibit (a)(1)(K)


		News Release

FOR IMMEDIATE RELEASE

Media Contacts:

Lainie Keller

Investor Contacts:

Joe Romanelli

(908) 236-5036

Steve Cragle

(908) 740-1801

(908) 740-1986

Justin Holko

(908) 740-1879

Merck Begins Tender Offer to Acquire Cubist

KENILWORTH, N.J., Dec. 19, 2014 – Merck (NYSE: MRK), known as MSD outside the United States and Canada, is commencing today, through a subsidiary, a cash tender to purchase all outstanding shares of common stock of Cubist Pharmaceuticals, Inc. (NASDAQ: CBST). On Dec. 8, 2014, Merck announced its intent to acquire Cubist.

Upon the successful closing of the tender offer, stockholders of Cubist will receive $102.00 in cash for each share of Cubist common stock validly tendered and not properly withdrawn in the offer, without interest and less any required withholding taxes. Following the purchase of shares in the tender offer, Cubist will become a wholly owned subsidiary of Merck.

Merck will file today with the U.S. Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO, which provides the terms of the tender offer. Additionally, Cubist will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of the Cubist board of directors that Cubist stockholders accept the tender offer and tender their shares. As previously communicated, the Cubist board of directors has determined that the merger agreement and its related transactions, including the tender offer, are advisable, fair to and in the best interests of Cubist and its stockholders.

The tender offer will expire at the end of the day, immediately after 11:59 p.m. (Eastern Time), on Tuesday, Jan. 20, 2015, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The closing of the tender offer is subject to customary terms and conditions, including the tender of a number of shares which, together with shares then owned by Merck (if any), represents a majority of the outstanding shares, and the expiration or the termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

Additional Information about the Tender Offer

This news release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares. Merck will file a tender offer statement on Schedule TO with the SEC, and Cubist will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. The tender offer materials (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/ recommendation statement will contain important information that holders of Cubist common stock shares are urged to read carefully when they become available, as each may be amended or supplemented from time to time and because they will contain important information that holders of shares of Cubist common stock should consider before making any decision regarding tendering their shares. The tender offer materials will be made available to Cubist’s stockholders at no expense to them. In addition, all of those materials (and other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website at www.sec.gov. Additional copies of the tender offer materials may be obtained at no charge by contacting Merck at 2000 Galloping Hill Road, Kenilworth, N.J., 07033 or by phoning (908) 740-4000. In addition, Merck and Cubist file annual, quarterly and current reports and other information with the SEC. You may read and copy any

reports or other information filed by Merck or Cubist at the SEC public reference room at 100 F Street, N.E., Washington, D.C., 20549. For further information on the SEC public reference room, please call 1-800-SEC-0330. Merck’s and Cubist’s filings with the SEC are also available to the public from commercial document-retrieval services and at the SEC’s website at www.sec.gov.

In this transaction, J.P. Morgan and Deutsche Bank served as financial advisors to Merck. J.P. Morgan is acting as its dealer manager in connection with the tender offer, and MacKenzie Partners, Inc. is acting as its information agent in connection with the tender offer. Hughes Hubbard & Reed LLP and Baker & McKenzie served as its legal advisors. Morgan Stanley & Co. LLC and Goldman, Sachs & Co. served as financial advisors to Cubist, and Ropes & Gray LLP served as its legal advisor.

About Merck

Today’s Merck is a global healthcare leader working to help the world be well. Merck is known as MSD outside the United States and Canada. Through our prescription medicines, vaccines, biologic therapies and animal health products, we work with customers and operate in more than 140 countries to deliver innovative health solutions. We also demonstrate our commitment to increasing access to healthcare through far-reaching policies, programs and partnerships. For more information, visit www.merck.com and connect with us on Twitter, Facebook and YouTube.

Merck Forward-Looking Statement

This news release includes “forward-looking statements.” Forward-looking statements include statements regarding the timing and closing of the tender offer and the merger transactions, the ability of Merck to complete the transactions considering the various closing conditions, and any assumptions underlying any of the foregoing. These statements are based upon the current beliefs and expectations of Merck’s management and are subject to significant risks and uncertainties. There can be no guarantees with respect to pipeline products that the products will receive the necessary regulatory approvals or that they will prove to be commercially successful. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements.

Risks and uncertainties include but are not limited to, general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; global trends toward health care cost containment; technological advances, new products and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approval; Merck’s ability to accurately predict future market conditions; manufacturing difficulties or delays; financial instability of international economies and sovereign risk; dependence on the effectiveness of Merck’s patents and other protections for innovative products; the exposure to litigation, including patent litigation, and/or regulatory actions; timing of the tender offer and merger; uncertainties as to how many Cubist stockholders will tender shares in the tender offer; the possibility that competing offer may be made; the possibility that various closing conditions to transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transactions; or that a material adverse effect occurs with respect to Cubist.

Merck undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in Merck’s 2013 Annual Report on Form 10-K and the company’s other filings with the SEC available at the SEC’s Internet site (www.sec.gov).

# # #

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Exhibit (a)(1)(L)

NOTICE TO PARTICIPANTS IN THE

CUBIST PHARMACEUTICALS, INC. 401(K) PLAN

Date: December 19, 2014

The Tender Offer

As you may know, Mavec Corporation, a Delaware corporation (“Purchaser”), a wholly-owned subsidiary of Merck & Co., Inc., a New Jersey corporation (“Parent”) has offered to purchase each of the issued and outstanding shares of common stock, $0.001 par value per share (the “Shares”), of Cubist Pharmaceuticals, Inc., a Delaware corporation (“Cubist”), for $102.00 in cash, less any applicable withholding for taxes and without interest (the “TO Consideration”), upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase dated December 19, 2014 (as may be amended or supplemented from time to time, the “Offer”). Also enclosed is Cubist’s Solicitation/Recommendation Statement on Schedule 14D-9, which sets forth, among other things, the recommendation by Cubist’s board of directors that Cubist shareholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer. The Cubist Pharmaceuticals, Inc. Retirement Committee (the “Committee”) expresses no opinion as to whether you should tender your Shares.

What Action is Required?

The Offer is being made for all outstanding Shares, including any Shares credited to your account under the Cubist Pharmaceuticals, Inc. 401(k) Plan (the “Plan”) as of January 20, 2015. As a participant in the Plan, if a portion of your account is invested in the Cubist Pharmaceuticals Stock CBST Fund (the “Company Stock Fund”), you may provide instructions to Prudential Bank & Trust, FSB, the trustee of the Plan (the “Trustee”), to tender all or none of the Shares allocated to your Plan account as of January 20, 2015. To determine the number of Shares in your Plan account, contact the Trustee by phone at 1-800-778-2100 Monday through Friday from 8:00 a.m. to 9:00 p.m., Eastern Time, or online at www.prudential.com/online/retirement.

By instructing the Trustee to “tender” the Shares allocated to your Plan account as of January 20, 2015, you are instructing the Trustee to surrender those Shares in the Offer in exchange for the applicable TO Consideration. When deciding whether or not to tender the Shares credited to you under the Plan, you, not the Trustee or the Committee, will be responsible for the decision.

If you do not wish to tender any of the Shares allocated to your account under the Plan in the Offer, no action is required of you.

If you would like to tender the Shares allocated to your account under the Plan as of January 20, 2015 in the Offer, you must submit your instructions to the Trustee through the Independent Plan Tabulator, Computershare Trust Company, N.A., no later than 5:00 p.m. Eastern Time, on January 14, 2015, unless extended as provided below (the “Plan Deadline”). You may submit your instructions:

•

By Fax. Promptly complete, date and sign the enclosed Trustee Instruction Form and return it to the Independent Plan Tabulator via fax: 617-360-6810.

•

By Overnight Mail. Promptly complete, date and sign the enclosed Trustee Instruction Form and return it to the Independent Plan Tabulator by overnight mail to

Computershare Trust Company, N.A.

Attn: Corporate Actions Voluntary Offer

250 Royall Street

Suite V

Canton, MA 02021

•

By Regular Mail. Promptly complete, date and sign the enclosed Trustee Instruction Form and return it to the Independent Plan Tabulator in the enclosed postage-prepaid envelope to

Computershare Trust Company, N.A.

Attn: Corporate Actions Voluntary Offer

P.O. Box 43011

Providence, RI 02940-3011

If you have instructed the Trustee to tender the Shares credited to your account as of January 20, 2015 under the Plan, you may withdraw or change this instruction by submitting a new instruction, which will have the effect of revoking your prior instruction. No matter how many instructions you submit; only your last instruction received by the Independent Plan Tabulator prior to the Plan Deadline will count for tabulation purposes. All new instructions must be received by the Independent Plan Tabulator on or before the Plan Deadline. IF YOU DO NOT SUBMIT COMPLETE TENDER INSTRUCTIONS TO THE INDEPENDENT PLAN TABULATOR BEFORE THE PLAN DEADLINE, THE TRUSTEE WILL TREAT THIS AS AN INSTRUCTION NOT TO TENDER.

In the event that the Purchaser extends the expiration date of the Offer (currently 11:59 p.m. Eastern Time on January 20, 2015), the Plan Deadline will automatically be extended to 5:00 p.m. Eastern Time on the date that is three business days prior to the new expiration date. Any extensions of the expiration date of the Offer will be publicly announced by the Purchaser and Parent.

Important Note About the Blackout Period Under the Company Stock Fund

for Participants Tendering Shares

Participants who elect to tender their Shares in the Offer will be unable to make investments or other transfers in or out of, or to request loans or distributions relating to interests in, the Company Stock Fund during the period from the Plan Deadline to the date that the Plan receives and allocates the TO Consideration to Plan accounts (the “Blackout Period”). The Blackout Period may be terminated in the event the expiration date of the Offer is extended for more than two business days. In such case, a new Blackout Period will be imposed from the new Plan Deadline to the date that the Plan receives and allocates the TO Consideration to Plan accounts.

The Blackout Period is necessary to allow the Trustee time to respond to the Offer on behalf of participants who elect to tender their Shares in the Offer and to allow for the delivery of the TO Consideration. Whether or not you are planning retirement in the near future, we encourage you to consider carefully how the Blackout Period may affect your retirement planning, as well as your overall financial plan. It is very important that you review and consider the appropriateness of your current investments in light of your inability to instruct or diversify those investments during the Blackout Period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments. You should be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings might have a large loss during the Blackout Period, and you would not be able to instruct the sale of such stocks from your account during the Blackout Period.

You can determine whether the expiration date of the Offer has been extended and whether the Blackout Period has started or ended by contacting the Trustee at 1-800-778-2100 Monday through Friday from between 8:00 a.m. and 9:00 p.m., Eastern Time.

Federal law generally requires that you be furnished notice of a blackout period at least 30 days in advance of the last date on which you could exercise your affected rights immediately before the commencement of any blackout period in order to provide you with sufficient time to consider the effect of the blackout period on your

-2-

retirement and financial plans. However, given that the expiration date of the Offer was not established until December 19, 2014, less than 30 days in advance of January 20, 2015, this notice could not be provided 30 days in advance.

Enclosed For Your Review

Enclosed for your review are the following materials relating to the Offer:

Parent’s Offer to Purchase;

Cubist’s Solicitation/Recommendation Statement on Schedule 14D-9;

Trustee Instruction Form; and

Return reply envelope.

Proceeds from Tender

If you tender your Shares, and if the conditions of the Offer are satisfied, the Trustee will allocate on a pro-rata basis the applicable TO Consideration received in connection with the Offer in accordance with your investment elections in effect on the date the Trustee receives the TO Consideration (excluding the Company Stock Fund) and if you have made no such election, to the qualified default investment alternative of the Plan (the Janus Balanced Fund).

Your Decision is Confidential

All instructions received by the Independent Plan Tabulator from individual participants will be held in confidence and will not be divulged to any person, including the Trustee, Cubist, the Purchaser or Parent, or any of their respective directors, officers, employees or affiliates, except the Independent Plan Tabulator will instruct the Trustee regarding the tender instructions received from individual participants.

For Additional Information

To obtain information about your Cubist Pharmaceuticals, Inc. 401(k) Plan, please visit the Trustee’s Internet site at www.prudential.com/online/retirement or contact the Trustee at 1-800-778-2100 (toll-free).

-3-

INSTRUCTION FORM

CUBIST PHARMACEUTICALS, INC. 401(K) PLAN

With Respect to the Offer to Purchase for Cash

All Outstanding Shares of Common Stock

CUBIST PHARMACEUTICALS, INC.

a Delaware corporation

$102.00 NET PER SHARE

Pursuant to the Offer to Purchase

Dated December 19, 2014

MAVEC CORPORATION

a wholly-owned subsidiary of

MERCK & CO., INC.

BEFORE SUBMITTING YOUR TENDER OFFER INSTRUCTIONS, YOU SHOULD CAREFULLY READ THE ACCOMPANYING OFFER DOCUMENTS AND ALL ENCLOSED MATERIALS.

INSTRUCTIONS TO PRUDENTIAL BANK & TRUST, FSB AS PLAN ADMINISTRATOR OF CUBIST PHARMACEUTICALS, INC. 401(K) PLAN (“THE 401(K) PLAN”) THROUGH THE INDEPENDENT PLAN TABULATOR, COMPUTERSHARE TRUST COMPANY, N.A., IN RESPONSE TO THE OFFER TO PURCHASE ANY AND ALL COMMON SHARES OF CUBIST PHARMACEUTICALS, INC. FOR $102.00 NET PER SHARE.

PRUDENTIAL BANK & TRUST, FSB AS PLAN ADMINISTRATOR MAKES NO RECOMMENDATION AS TO YOUR DECISION TO TENDER OR NOT TO TENDER SHARES ALLOCATED TO YOUR ACCOUNT.

If you wish to tender your Shares, please check the appropriate boxes below, and sign and return this Instruction Form in the envelope provided, or at the addresses shown on the reverse by the deadline described in the Notice to Participants:

¨ YES, TENDER all of the Shares allocated to my account as of January 20, 2015.

If you do not wish to tender your Shares, you do not need to return this form.

Name(s) and Address(es) of Registered Holder(s)

(Please fill in, if blank, exactly as name(s) appear(s)

on certificate(s)) (Attach additional signed list if necessary)

As a participant in the CUBIST PHARMACEUTICALS, INC. 401(K) PLAN, I acknowledge receipt of the Offer to Purchase for Cash all Outstanding Shares of Common Stock of Cubist Pharmaceuticals, Inc. for $102.00 net per Share.

VOLUNTARY CORPORATE ACTIONS COY: CBPH 401(k) PLAN

I hereby direct Prudential Bank & Trust, FSB, as Plan Administrator, through the Independent Plan Tabulator, Computershare Trust Company, N.A., to tender or not to tender the Shares allocated to my account under the 401(k) Plan as indicated above.

I understand that if I sign, date and return this Instruction Form but do not provide Prudential Bank & Trust, FSB, as Plan Administrator (through the Independent Plan Tabulator, Computershare Trust Company, N.A.) with direction, Prudential Bank & Trust, FSB, as Plan Administrator will treat this action as an instruction by me not to exchange the Shares allocated to my account.



Signature				Date



Daytime Telephone #

Your instructions may be changed or revoked at any time up until the deadline by delivering a new Instruction Form to the Plan Administrator.

You may return your Instruction Form in the enclosed envelope:

By First Class Mail:

Computershare Trust Company, N.A.

Attn: Corporate Actions Voluntary Offer

P.O. Box 43011

Providence, RI 02940-3011

By Facsimile: (617) 360-6810

By Registered or Certified or Overnight Delivery:

Computershare Trust Company, N.A.

Attn: Corporate Actions Voluntary Offe

250 Royall Street

Suite V

Canton, MA 02021

VOLUNTARY CORPORATE ACTIONS COY: CBPH 401(k) PLAN

Exhibit (a)(1)(M)

NOTICE TO PARTICIPANTS OF

CUBIST PHARMACEUTICALS, INC. 2014 EMPLOYEE STOCK PURCHASE PLAN

December 19, 2014

Dear Plan Participant:

The Tender Offer

You are receiving this notice because you hold shares in the Cubist Pharmaceuticals, Inc. 2014 Employee Stock Purchase Plan (the “ESPP”). As you may know, Mavec Corporation, a wholly-owned subsidiary of Merck & Co., Inc. (“Parent”), has offered to purchase all issued and outstanding shares of common stock, $0.001 par value per share (the “Shares”) of Cubist Pharmaceuticals, Inc. (“Cubist”), for $102.00 in cash, less any applicable withholding for taxes and without interest, upon the terms and subject to the conditions explained in the enclosed Offer to Purchase dated December 19, 2014 and in the related letter of transmittal (which together with any amendment or supplements hereto, collectively constitute the “Offer”).

What Action is Required?

You may direct Computershare Trust Company, N.A., as Plan Administrator of the ESPP, if you wish to tender your Shares held in the ESPP using the enclosed Instruction Form. Your tender instructions will only be followed if you return properly completed instructions to the Plan Administrator by 5:00 p.m., Eastern Time, two business days before the scheduled expiration date of the Offer. The Offer is currently scheduled to expire on January 20, 2015 and, accordingly, instructions must be received by Computershare by 5:00 p.m., Eastern Time, on January 16, 2015. If the Offer is extended, the deadline for returning your Instruction Form to the Plan Administrator will also be extended and you may continue to use the enclosed Instruction Form for tendering your Shares until two business days before any new expiration date for the Offer.

The Plan Administrator will not submit any of the Shares held in the ESPP and allocated to your account under the ESPP if you fail to provide instructions pursuant to this notice.

The Plan Administrator offers no comment on the Offer.

Enclosed for Your Review

Enclosed for your review are the following materials related to the Offer:

Parent’s Offer to Purchase;

Cubist’s Solicitation/Recommendation Statement on Schedule 14D-9;

Instruction Form; and

Return reply envelope.

Cubist Pharmaceuticals, Inc. is required by law to publish, send or give to you Cubist’s Solicitation/Recommendation Statement on Schedule 14D-9 as to whether it recommends acceptance or rejection of the Offer, that it has no opinion with respect to the Offer or that it is unable to take a position with respect to the Offer.

For Additional Information

Important information relating to the Offer is set forth in the enclosed Parent’s Offer to Purchase and Cubist’s Solicitation/Recommendation Statement on Schedule 14D-9. In addition, these and all other tender offer materials that have been filed with the U.S. Securities and Exchange Commission and are available online at www.sec.gov. You are encouraged to read these materials in conjunction with the Offer because they will contain important information about the Offer, including the recommendation of the Cubist Board of Directors with respect to the Offer.

If you have any questions concerning the Offer, you may contact the Information Agent listed in Parent’s Offer to Purchase.

Sincerely,

Computershare Trust Company, N.A., as Plan Administrator

INSTRUCTION FORM

CUBIST PHARMACEUTICALS, INC. 2014 EMPLOYEE STOCK PURCHASE PLAN

With Respect to the Offer to Purchase for Cash

All Outstanding Shares of Common Stock

CUBIST PHARMACEUTICALS, INC.

a Delaware corporation

$102.00 NET PER SHARE

Pursuant to the Offer to Purchase

Dated December 19, 2014

MAVEC CORPORATION

a wholly-owned subsidiary of

MERCK & CO., INC.

BEFORE SUBMITTING YOUR TENDER OFFER INSTRUCTIONS, YOU SHOULD CAREFULLY READ THE ACCOMPANYING OFFER DOCUMENTS AND ALL ENCLOSED MATERIALS.

INSTRUCTIONS TO COMPUTERSHARE TRUST CO. N.A. AS PLAN ADMINISTRATOR OF CUBIST PHARMACEUTICALS, INC. 2014 EMPLOYEE STOCK PURCHASE PLAN (THE “ESPP”), IN RESPONSE TO THE OFFER TO PURCHASE ANY AND ALL COMMON SHARES OF CUBIST PHARMACEUTICALS, INC. FOR $102.00 NET PER SHARE.

COMPUTERSHARE TRUST CO. N.A. AS PLAN ADMINISTRATOR MAKES NO RECOMMENDATION AS TO YOUR DECISION TO TENDER OR NOT TO TENDER SHARES ALLOCATED TO YOUR ACCOUNT.

If you wish to tender all or some of your Shares, please check the appropriate boxes below, and sign and return this Instruction Form in the envelope provided, or at the addresses shown on the reverse by the deadline as described in the Notice to Participants:

¨ YES, TENDER all of the Shares allocated to my account.

¨ YES, TENDER only the number of the Shares allocated to my account, as indicated below:

Number of Shares to be tendered (in whole numbers):

If you do not wish to tender your Shares, you do not need to return this form.

Name(s) and Address(es) of Registered Holder(s)

(Please fill in, if blank, exactly as name(s) appear(s)

on certificate(s)) (Attach additional signed list if necessary)

As a participant in the CUBIST PHARMACEUTICALS, INC. 2014 EMPLOYEE STOCK PURCHASE PLAN, I acknowledge receipt of the Offer to Purchase for Cash all Outstanding Shares of Common Stock of Cubist Pharmaceuticals, Inc. for $102.00 net per Share.

VOLUNTARY CORPORATE ACTIONS COY: CBST (ES1)

I hereby direct Computershare Trust Company, N.A., as Plan Administrator to tender or not to tender the Shares allocated to my account under the ESPP as indicated above.

I understand that if I sign, date and return this Instruction Form but do not provide Computershare Trust Company, N.A., as Plan Administrator with direction, Computershare Trust Company, N.A., as Plan Administrator will treat this action as an instruction by me not to tender the Shares allocated to my account.


Signature				Date


Daytime Telephone #

Your instructions may be changed or revoked at any time up until the deadline by delivering a new Instruction Form to the Plan Administrator.

You may return your Instruction Form in the enclosed envelope:

By First Class Mail:

COMPUTERSHARE TRUST CO. N.A.

c/o Voluntary Corporate Actions

P.O. Box 43011

Providence, RI 02940-3011

By Facsimile: (617) 360-6810

By Registered or Certified or Overnight Delivery:

COMPUTERSHARE TRUST CO. N.A.

c/o Voluntary Corporate Actions

Suite V

250 Royall Street

Canton, MA 02021

VOLUNTARY CORPORATE ACTIONS COY: CBST (ES1)

Exhibit (b)(1)

J.P. MORGAN SECURITIES LLC

JPMORGAN CHASE BANK, N.A.

383 Madison Avenue

New York, NY 10179

DEUTSCHE BANK SECURITIES INC.

DEUTSCHE BANK AG CAYMAN ISLANDS

60 Wall Street

New York, NY 10005

PERSONAL AND CONFIDENTIAL

December 8, 2014

Merck & Co., Inc.

2000 Galloping Hill Rd.

K5-3008A

Kenilworth, NJ 07033

Attention: Mark McDonough, Vice President and Treasurer

Project Diego

Commitment Letter

Ladies and Gentlemen:

Merck & Co., Inc., a company organized under the laws of the state of New Jersey (“you” or the “Company”), has advised J.P. Morgan Securities LLC (“J.P. Morgan”), JPMorgan Chase Bank, N.A. (“JPMorgan Chase Bank”), Deutsche Bank Securities Inc. (“DBSI”) and Deutsche Bank AG Cayman Islands Branch (“DB” and, together with J.P. Morgan, JPMorgan Chase Bank and DBSI, “we,” “us” or the “Commitment Parties,” each a “Commitment Party”) that you intend to acquire Cubist Pharmaceuticals, Inc. (“Diego”) and consummate the other Transactions described in the introductory paragraph of Exhibit A hereto. Capitalized terms used but not defined herein are used with the meanings assigned to them in said paragraph.

J.P. Morgan and DBSI are pleased to advise you that they are willing to act as the joint lead arrangers and joint bookrunners for the Bridge Loan Facility, and each of JPMorgan Chase Bank and DB is pleased to advise you of its several (but not joint) commitment to provide 50% of the aggregate principal amount of the Bridge Loan Facility. This Commitment Letter and the Summary of the Bridge Loan Facility attached as Exhibit A (together with the Conditions to Drawings during the Revolving Period attached as Exhibit B and the Conditions to Drawings on the Closing Date attached as Exhibit C, collectively, the “Term Sheet”) set forth the principal terms and conditions on and subject to which JPMorgan Chase Bank and DB are willing to make available the Bridge Loan Facility.

It is agreed that J.P. Morgan and DBSI will act as the exclusive joint lead arrangers and joint bookrunners in respect of the Bridge Loan Facility (in such capacities, the “Lead Arrangers”), JPMorgan Chase Bank will act as the sole administrative agent and DB will act as the sole syndication agent in respect of the Bridge Loan Facility and J.P. Morgan shall be entitled to “left placement” in all marketing materials (and all associated rights) with respect to the Bridge Loan Facility. You agree that no other agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the Term Sheet and Fee Letter referred to below) will be paid in connection with the Bridge Loan Facility unless you and we shall so agree.

We intend and reserve the right to syndicate the Bridge Loan Facility to a group of lenders (together with JPMorgan Chase Bank and DB, the “Lenders”) who will each commit to provide a portion

of the Bridge Loan Facility (the “Syndication”). The Lead Arrangers intend to commence the Syndication promptly following the date hereof. You acknowledge and agree that the Lead Arrangers will, in consultation with the Company, determine when the Syndication is completed. During the Syndication, the Lead Arrangers will select the Lenders after consultation with the Company. The Lead Arrangers will, in consultation with the Company, manage the Syndication, including determining the timing of all offers to potential Lenders, any title of agent or similar designations or roles awarded to any Lender and the acceptance of commitments, the amounts offered and the compensation provided to each Lender. The Lead Arrangers will, in consultation with the Company, determine the final commitment allocations for the Syndication and will notify the Company of such determination. To assist with the Syndication, the Company agrees that it will use commercially reasonable efforts (i) to execute and deliver definitive documentation with respect to the Bridge Loan Facility, consistent with the terms set forth herein and in the Term Sheet and otherwise mutually acceptable to the Company and the Lead Arrangers, as soon as reasonably practicable following the date hereof and (ii) to ensure, prior to completion of a “Successful Syndication” (as such term is defined in the Fee Letter) of the Bridge Loan Facility, there shall be no competing offering, placement or arrangement of any debt securities or bank financing (other than the Notes, commercial paper issued to finance the Acquisition (“Permitted CP”), other indebtedness incurred in the ordinary course of business and which does not interfere with the syndication of the Bridge Loan Facility, indebtedness permitted to be incurred by Diego pursuant to the Acquisition Agreement and other financing agreed to by the Lead Arrangers) by or on behalf of the Company, Diego or any of their respective affiliates.

You agree actively to assist us in completing a Syndication satisfactory to us. Such assistance shall include (a) your using commercially reasonable efforts to ensure that the Syndication efforts benefit materially from the existing banking relationships of the Company, (b) direct contact between senior management (as designated by the Company) and advisors of the Company and the proposed Lenders, (c) assistance from the Company in the preparation of a customary confidential information memorandum and other marketing materials to be used in connection with the Syndication (collectively, the “Confidential Information Memorandum”), including using commercially reasonable efforts to complete the Confidential Information Memorandum as soon as reasonably practicable following the date hereof; and (d) the hosting of, with us and senior management of the Company (as designated by the Company), one or more meetings of prospective Lenders at times and locations mutually agreed upon. Without limiting your obligations to assist with the Syndication efforts as set forth above, each Commitment Party agrees that completion of the Syndication is not a condition to their commitments hereunder.

In their capacity as Lead Arrangers, neither J.P. Morgan nor DBSI will have any responsibility other than to arrange the Syndication as set forth herein and in no event shall the Lead Arrangers be subject to any fiduciary or other implied duties. To assist us in the Syndication, you agree promptly to prepare and provide to us all customary information with respect to the Company and its subsidiaries (and, to the extent available to the Company and permitted to be disclosed to the Commitment Parties, Diego and its subsidiaries), the Transactions and the other transactions contemplated hereby, including all financial information and projections (the “Projections”), as we may reasonably request in connection with the arrangement and syndication of the Bridge Loan Facility; provided that the Projections shall not be required to cover any period following December 31, 2015. Before distribution of any information, you agree to execute and deliver to the Lead Arrangers a customary letter in which you authorize distribution of the Confidential Information Memorandum and other marketing materials to Lenders’ authorized employees willing to receive material non-public information with respect to the Company, Diego or their respective affiliates or securities.

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You hereby represent and covenant that (a) all information other than the Projections and information of a general economic or industry nature (the “Information”) that has been or will be made available to us by you or any of your representatives (with respect to information relating to Diego and its affiliates, in each case to the best of the Company’s knowledge) is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) the Projections that have been or may be made available to us by you or any of your representatives have been or will be prepared in good faith based upon reasonable assumptions at the time made and at the time the related Projections are made available to us (it being understood that projections are subject to uncertainties and that no assurances can be given that any projections will be realized). You understand that in arranging and syndicating the Bridge Loan Facility we may use and rely on the Information and Projections without independent verification thereof.

As consideration for the commitments and agreements of the Commitment Parties hereunder, you agree to cause to be paid the nonrefundable fees described or referred to in the Fee Letter dated the date hereof and delivered herewith (the “Fee Letter”).

Each Commitment Party’s commitments and agreements hereunder are subject only to:

(a) the closing of the Bridge Loan Facility on or before the date that is 120 days after the date of this Commitment Letter or, subject to the provisions of the Acquisition Agreement, such later date (not later than the date that is 180 days after the date of this Commitment Letter) to which the “Outside Date” is extended in accordance with the terms of the Acquisition Agreement (the “Outside Closing Date”); provided that this Commitment Letter and the Commitment Parties’ commitments hereunder shall automatically terminate without further action or notice if the Acquisition Agreement is terminated without the consummation of the Acquisition having occurred; and

(b) the other conditions expressly set forth in the Term Sheet.

There shall be no conditions to closing and funding not expressly set forth herein (including the Term Sheet).

You agree (a) to indemnify and hold harmless the Commitment Parties, their affiliates and their respective officers, directors, employees, advisors and agents (each, an “indemnified person”) from and against any and all losses, claims, damages and liabilities to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Bridge Loan Facility, the use of the proceeds thereof, the Transactions or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any indemnified person is a party thereto, and to reimburse each indemnified person upon demand for any reasonable documented legal or other expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any indemnified person, apply to (i) losses, claims, damages, liabilities or related expenses to the extent (x) they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from (A) the bad faith, willful misconduct or gross negligence of such indemnified person or (B) a material breach by such indemnified person of its express obligations under this Commitment Letter or (y) they arise out of any claim, litigation, investigation or proceeding that does not involve an act or omission (or alleged act or omission) of you or any of your affiliates and that is brought by an indemnified person against any other indemnified person (other than any claim, litigation or investigation against any indemnified person in its capacity or in fulfilling its role as

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administrative agent, syndication agent or arranger under the Bridge Loan Facility), or (ii) any settlement entered into by such indemnified person without your written consent (such consent not to be unreasonably withheld or delayed), and (b) whether or not the Closing Date shall have occurred, to reimburse each Commitment Party and its affiliates on demand for all reasonable documented out-of-pocket expenses (including due diligence expenses, Syndication expenses, consultant’s fees and expenses (to the extent such consultant has been retained with your prior written consent (such consent not to be unreasonably withheld or delayed)), travel expenses, and reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP) incurred in connection with the Bridge Loan Facility and any related documentation (including this Commitment Letter and the definitive financing documentation) or the administration, amendment, modification or waiver thereof. No indemnified person shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems or for any special, indirect, consequential or punitive damages in connection with the Bridge Loan Facility, this Commitment Letter or the Transactions, except to the extent any such damages are found by a final, non-appealable judgment of a court to arise from the gross negligence or willful misconduct of such indemnified person. In addition, neither the Company nor any of its affiliates shall be liable for any special, indirect, consequential or punitive damages in connection with the Bridge Loan Facility, this Commitment Letter or the Transactions; provided that nothing contained in this sentence shall limit your indemnity and reimbursement obligations to the extent set forth in the first sentence of this paragraph.

You acknowledge that each Commitment Party and its affiliates (the term “Commitment Party” as used below in this paragraph being understood to include such affiliates) may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. No Commitment Party will use confidential information obtained from you by virtue of the transactions contemplated hereby or its other relationships with you in connection with the performance by such Commitment Party of services for other companies, and no Commitment Party will furnish any such information to other companies. You also acknowledge that no Commitment Party has any obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies. You further acknowledge that each of J.P. Morgan and DBSI is a full service securities firm and each of J.P. Morgan and DBSI may from time to time effect transactions, for its own or its affiliates’ account or the account of customers, and hold positions in loans, securities or options on loans or securities of the Company and its affiliates and of other companies that may be the subject of the transactions contemplated by this Commitment Letter. You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and the Commitment Parties is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether any Commitment Party has advised or is advising you on other matters, (b) the Commitment Parties, on the one hand, and you, on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of any Commitment Party with respect to the transactions contemplated by this Commitment Letter, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Commitment Parties are engaged in a broad range of transactions that may involve interests that differ from your interests and that no Commitment Party has any obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship, and (e) you waive, to the fullest extent permitted by law, any claims you may have against the Commitment Parties for breach of fiduciary duty or alleged breach of fiduciary duty with respect to the transactions contemplated by this Commitment Letter and agree that the Commitment Parties shall have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim, or to any person asserting a fiduciary duty claim on behalf

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of or in right of you, including your stockholders, employees or creditors, with respect to such transactions. Additionally, you acknowledge and agree that the Commitment Parties are not advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. You shall consult with your own advisors concerning such matters and shall be responsible for making your own independent investigation and appraisal of the transactions contemplated hereby, and the Commitment Parties shall have no responsibility or liability to you with respect thereto. Any review by the Commitment Parties of the Company, Diego, the Transactions, the other transactions contemplated hereby, or other matters relating to such transactions will be performed solely for the benefit of the Commitment Parties and shall not be on behalf of you or any of your affiliates.

This Commitment Letter shall not be assignable by you without the prior written consent of each Commitment Party (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons. The Commitment Parties may, in consultation with the Company, assign their commitments hereunder, in whole or in part, to Lenders, as determined by the Lead Arrangers and, in each case, any such assignment by a Commitment Party will relieve such Commitment Party of its obligations set forth herein or otherwise to commit to fund such assigned commitment amount of the Bridge Loan Facility, subject to the terms and conditions of this Commitment Letter (provided that, for the avoidance of doubt, except with the prior written consent of the Company (not to be unreasonably withheld or delayed), no assignment of the commitment of any Commitment Party on or prior to the consummation of the closing of the Bridge Loan Facility shall reallocate, reduce or release the obligation of such Commitment Party to fund its respective entire commitment in the event any of its assignees shall fail to do so on the Closing Date; provided, further, that, without limitation of the obligations of the Lead Arrangers to consult with the Company pursuant to the fourth paragraph of this Commitment Letter in connection with all aspects of the Syndication (including, without limitation, determining the final commitment allocations for the Syndication), the Company agrees that assignments which shall have the effect of reallocating, reducing or releasing the obligations of the Commitment Parties hereunder shall be allowed on or after the date of execution and delivery of the definitive documentation for the Bridge Loan Facility to the financial institutions (or affiliates thereof) set forth on Schedule A to the Fee Letter). In connection with any such assignments, you agree, at the request of the Commitment Parties, that you will enter into appropriate documentation (including, if requested by the Commitment Parties or by you, joinder agreements under which the other Lenders become parties to this Commitment Letter and extend commitments directly to you) containing such provisions relating to the allocation of agency titles, rights and responsibilities in connection with the Syndication and compensation as the Lead Arrangers may request (but which will not add any conditions to the availability of the Bridge Loan Facility or change the terms of the Bridge Loan Facility or the compensation payable by you in connection therewith as set forth in this Commitment Letter and the Fee Letter). The Commitment Parties reserve the right to employ the services of their respective affiliates or branches in providing services contemplated hereby and to allocate, in whole or in part, to their respective affiliates or branches certain fees payable to the Commitment Parties in such manner as the Commitment Parties and their respective affiliates or branches may agree in their sole discretion and, to the extent so employed, such affiliates and branches shall be entitled to the benefits and protections afforded to, and subject to the provisions governing the conduct of, the Commitment Parties hereunder. It is understood that to the extent any additional financial institutions become party hereto as additional Commitment Parties (with the prior written consent of each party hereto), the commitments of the Commitment Parties on the date hereof will be reduced ratably by the commitment of any such additional Commitment Party. The Commitment Parties may not assign any of their rights under the Fee Letter without the prior written consent of the Company. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and each Commitment Party. This Commitment Letter may be executed in

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any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter are the only agreements that have been entered into among us with respect to the Bridge Loan Facility and set forth the entire understanding of the parties with respect thereto. This Commitment Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York; provided, however, that with respect to whether a Material Adverse Effect shall have occurred (as described in the ninth paragraph of this Commitment Letter) or claims related thereto, such matters shall be governed by and construed in accordance with the laws of the State of Delaware.

Notices to the Company provided for herein and in the Fee Letter shall be delivered by hand, overnight courier service, mailed by certified or registered mail, or sent by facsimile or by email to Merck & Co., Inc., 2000 Galloping Hill Rd., K5-3008A, Kenilworth, NJ 07033, Attention: Mark McDonough, Vice President and Treasurer, Facsimile: (908) 391-5225, E-mail: mark_mcdonough@merck.com.

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter, the Term Sheet or the Fee Letter nor any of their terms or substance shall be disclosed, directly or indirectly, to any other person (including, without limitation, other potential providers or arrangers of financing) except (a) to your officers, agents and advisors and, on a confidential basis, those of Diego, who are directly involved in the consideration of this matter (except that the Fee Letter may not be disclosed to the officers, agents and advisors of Diego) or (b) as may be compelled in a judicial or administrative proceeding or as otherwise required by law (in which case you agree to inform us promptly thereof, to the extent permitted by applicable law); provided that the foregoing restrictions shall cease to apply (except in respect of the Fee Letter and its terms and substance) after this Commitment Letter has been accepted by you.

The Commitment Parties and their affiliates will use all confidential information provided to them or such affiliates by or on behalf of you hereunder or in connection with the Acquisition and the related transactions solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information and shall not publish, disclose or otherwise divulge, such information; provided that nothing herein shall prevent the Commitment Parties and their affiliates from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law or regulation or compulsory legal process based on the advice of counsel (in which case the Commitment Parties agree (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority over the Commitment Parties or any of their respective affiliates), to the extent practicable and not prohibited by applicable law, to inform you promptly thereof prior to disclosure), (b) upon the request or demand of any regulatory authority or self-regulatory body having jurisdiction or oversight over the Commitment Parties or any of their respective affiliates (in which case the Commitment Parties agree (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority over the Commitment Parties or any of their respective affiliates), to the extent practicable and not prohibited by applicable law, to inform you promptly thereof prior to disclosure), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by such Commitment Party or any of its affiliates or any related parties thereto in violation of any confidentiality obligations owing to you or any of your affiliates (including those set forth in this paragraph), (d) to the extent that such information is received by the

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Commitment Parties from a third party that is not, to the Commitment Parties’ knowledge, subject to contractual or fiduciary confidentiality obligations owing to you or any of your affiliates or related parties, (e) to the extent that such information is independently developed by the Commitment Parties without the use of any other confidential information received by the Commitment Parties or any of their respective affiliates hereunder, (f) to the Commitment Parties’ affiliates and to their respective officers, directors, employees, legal counsel, independent auditors, professionals and other experts or agents who need to know such information in connection with the Transactions and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (g) to potential or prospective Lenders, participants or assignees or any potential interest rate swap counterparty (or its advisors), in each case who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph), (h) for purposes of establishing a “due diligence” defense or (i) to the extent you shall have consented to such disclosure in writing; provided that the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and each Commitment Party, including, without limitation, as agreed in any Confidential Information Memorandum or other marketing materials) in accordance with the standard syndication processes of such Commitment Party or customary market standards for dissemination of such type of information. The Commitment Parties’ and their affiliates’, if any, obligations under this paragraph shall terminate automatically and be superseded by the confidentiality provisions in the definitive documentation relating to the Bridge Loan Facility upon the closing thereof. Notwithstanding the foregoing, the provisions of this paragraph shall automatically terminate two years following the date of this Commitment Letter.

ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION, SUIT, PROCEEDING OR CLAIM ARISING IN CONNECTION WITH OR AS A RESULT OF ANY MATTER REFERRED TO IN THIS COMMITMENT LETTER OR THE FEE LETTER IS HEREBY WAIVED BY THE PARTIES HERETO. Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, located in the Borough of Manhattan and (b) the United States District Court for the Southern District of New York, located in the Borough of Manhattan, and any appellate court from any such court, in any action, suit, proceeding or claim arising out of or relating to the Transactions or the other transactions contemplated by this Commitment Letter or the Fee Letter or the performance of services hereunder or thereunder and agrees that all claims in respect of any such action, suit, proceeding or claim may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (ii) waives, to the fullest extent that it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any action, suit, proceeding or claim arising out of or relating to this Commitment Letter or the Fee Letter or the transactions contemplated hereby or thereby or the performance of services hereunder or thereunder in any such New York State or Federal court and (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit, proceeding or claim in any such court. Each of the parties hereto agrees to commence any such action, suit, proceeding or claim either in the United States District Court for the Southern District of New York or in the Supreme Court of the State of New York, New York County located in the Borough of Manhattan. A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction you are or may be subject, by suit upon judgment.

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Each of the Commitment Parties hereby notifies you that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Company, which information includes names and addresses and other information that will allow such Lender to identify the Company in accordance with the Patriot Act.

The compensation, reimbursement, indemnification, syndication, confidentiality, governing law, submission to jurisdiction, waiver of jury trial and venue provisions contained herein and in the Fee Letter and any other provision herein or therein which by its terms expressly survives the termination of this Commitment Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the commitments hereunder. You may terminate this Commitment Letter at any time subject to the provisions of the preceding sentence.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof and of the Term Sheet and the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter (together with fees payable pursuant to the Fee Letter upon acceptance hereof) not later than 11:59 p.m., New York City time, on December 8, 2014. This offer will automatically expire at such time if we have not received such executed counterparts (and such fee) in accordance with the preceding sentence.

[Remainder of page intentionally left blank]

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We are pleased to have been given the opportunity to assist you in connection with this important financing.


Very truly yours,

J.P. MORGAN SECURITIES LLC

By:		/s/ Thomas Delaney
Name:		Thomas Delaney
Title:		Executive Director

JP MORGAN CHASE BANK, N.A.

By:		/s/ Vanessa Chin
Name:		Vanessa Chin
Title:		Executive Director

DEUTSCHE BANK SECURITIES INC.

By:		/s/ Robert Danziger
Name:		Robert Danziger
Title:		Managing Director

By:		/s/ Ming K. Chu
Name:		Ming K. Chu
Title:		Vice President

DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH

By:		/s/ Heidi Sanquist
Name:		Heidi Sanquist
Title:		Director

By:		/s/ Ming K. Chu
Name:		Ming K. Chu
Title:		Vice President

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Accepted and agreed to as of
the date first written above by:

MERCK & CO., INC.

By:		/s/ Mark E. McDonough
Name:		Mark E. McDonough
Title:		Senior Vice President & Treasurer

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EXHIBIT A

PROJECT DIEGO

Summary of the Bridge Loan Facility

Merck & Co., Inc. (the “Company”) intends to acquire (the “Acquisition”) Diego pursuant to the Acquisition Agreement (as defined in paragraph 3 of Exhibit C). In connection therewith: (a) a newly formed, wholly-owned subsidiary of the Company (“Purchaser”), the Company and Diego will enter into the Acquisition Agreement pursuant to which Purchaser will commence a tender offer to provide for the purchase of any and all of the issued and outstanding shares of common stock of Diego for $102 per share, net to the seller in cash, without interest, following which Purchaser will merge with and into Diego with Diego being the surviving corporation; (b) to the extent outstanding on the date of consummation of the Acquisition, each of the 2017 Convertible Notes, the 2018 Convertible Notes and the 2020 Convertible Notes (each as defined in the Acquisition Agreement) will be repurchased or converted on the Effective Time (as defined in the Acquisition Agreement) or, if not so repurchased or converted, will convert solely into the cash conversion consideration determined pursuant to the provisions of the applicable indenture; and (c) the Company will obtain $8,000,000,000 in cash proceeds (before fees and original issue or market discount) from one or more of the following sources: (i) the issuance of senior unsecured notes (the “Notes”) in a public offering or Rule 144A private placement, (ii) the issuance of Permitted CP, (iii) if the Company is unable to issue the full amount of the Notes at or prior to the time the Acquisition is consummated, a senior unsecured bridge term loan facility (the “Bridge Loan Facility”) having the terms set forth below and/or (iv) available cash on hand. The foregoing transactions and the other transactions contemplated by the Commitment Letter or the Exhibits attached thereto and any permanent financing entered into to finance the Acquisition or refinance the Bridge Loan Facility are referred to herein collectively as the “Transactions”. Terms not otherwise defined herein have the meaning specified in the Commitment Letter to which this Exhibit A is attached.

Set forth below is a summary of the material terms and conditions for the Bridge Loan Facility.


Borrower:		The Company (the “Borrower”).

Credit Group:		“Credit Group” shall mean (a) prior to the Closing Date, the Borrower and its subsidiaries and (b) on and after the Closing Date, the Borrower and its subsidiaries (after giving effect to the Acquisition).

Purpose/Use of Proceeds:		The proceeds of the Bridge Loan Facility will be used (i) on or after the date of entry into the definitive documentation for the Bridge Loan Facility (the “Effective Date”) until February 27, 2015 (the “Revolving Period”), to refinance Permitted CP issued to finance the Acquisition or (ii) on the Closing Date, to fund, in part, the Transactions (including paying Transaction fees and expenses in connection with the Acquisition).

Joint Lead Arrangers and Bookrunners:		J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. (in such capacity, the “Lead Arrangers”).

Administrative Agent:		JPMorgan Chase Bank, N.A. (in such capacity, the “Administrative Agent”).

A-1


Syndication Agent:		Deutsche Bank Securities Inc.

Lenders:		A syndicate of banks, financial institutions and other entities, including JPMorgan Chase Bank, N.A. and Deutsche Bank AG Cayman Islands Branch, selected by the Lead Arrangers in accordance with the Commitment Letter (each, a “Lender” and, collectively, the “Lenders”).

Amount of Bridge Term Facility:		Up to $8.0 billion 364-day unsecured term bridge facility (the “Bridge Loan Facility”; the commitments thereunder, the “Bridge Loan Commitments”; the loans thereunder, the “Bridge Loans”), subject to reductions as set forth under the heading “Mandatory Prepayments and Commitment Reductions”.

Closing Date:		The date, on or before the Outside Closing Date, on which the Acquisition shall be consummated; provided that all of the conditions precedent set forth under the heading “Conditions Precedent to Availability on the Closing Date” have been satisfied (the “Closing Date”).

Availability:		Bridge Loans, the proceeds of which will be used to refinance Permitted CP, will be available at any time from the Effective Date until the last day of the Revolving Period on a revolving basis in minimum principal amounts to be agreed. Amounts drawn to refinance Permitted CP that are repaid during the Revolving Period may be reborrowed. Bridge Loans, the proceeds of which will be used to finance the Acquisition, will be available at any time from the Effective Date until the Closing Date. Amounts drawn to consummate the Acquisition that are repaid may not be reborrowed.

Funding Date:		The date on which the initial borrowing under the Bridge Loan Facility is made (the “Funding Date”).

Maturity:		Any of the Bridge Loans that remain outstanding on the last day of the Revolving Period will be automatically converted into term loans due on the date that is 364 days after the Closing Date (the “Bridge Loan Maturity Date”).

Amortization:		No amortization will be required with respect to the Bridge Loan Facility.

Interest Rate and Fees:		As set forth on Annex A hereto.

Yield Protection:		Customary for credit facilities of this type, including breakage costs, gross-up for withholding, compensation for increased costs and compliance with capital adequacy and other regulatory restrictions.

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Voluntary Prepayments and Commitment Reductions:		Prior to the last day of the Revolving Period, undrawn Bridge Loan Commitments may be reduced and Bridge Loans may be prepaid, in each case, in whole or in part at the election of the Borrower without premium or penalty. Following the Funding Date, the Bridge Loans may be prepaid in whole or in part at the election of the Borrower without premium or penalty. Notwithstanding the foregoing, any Bridge Loans bearing interest with reference to the Eurodollar Rate (as defined in Annex A) will be prepayable only on the last day of the related interest period unless the Borrower pays any related breakage costs. Any voluntary prepayments of the Bridge Loans after the last day of the Revolving Period may not be reborrowed.

Mandatory Prepayments and Commitment Reductions:		The following mandatory prepayments (or (x) prior to the Funding Date, commitment reductions and (y) after the Funding Date and during the Revolving Period, prepayments together with a dollar-for-dollar termination of commitments) will be required under the Bridge Loan Facility (subject to certain exceptions and basket amounts to be negotiated in the applicable definitive loan documents for the Bridge Loan Facility (the “Bridge Loan Documents”)):

		1. Asset Sales: Prepayments and/or reductions in commitments, as applicable, in an amount equal to 100% of the net cash proceeds of the sale or other disposition of any property or assets of the Credit Group (including the receipt of insurance and/or condemnation proceeds to the extent not used or committed to be used for the restoration or repair of assets giving rise to the receipt of such proceeds within 180 days thereof), subject to certain exceptions for sales in the ordinary course of business, foreign asset sales and other exceptions to be agreed, including, without limitation, an exception for any asset sales that produce net cash proceeds of less than $1,000,000,000 in the aggregate.

		2. Equity Offerings: Prepayments and/or reductions in commitments, as applicable, in an amount equal to 100% of the net cash proceeds received from the issuance of equity interests of the Credit Group (other than any issuance of equity interests constituting consideration for the Acquisition, the issuance of equity pursuant to employee stock plans and other similar arrangements to be agreed and other exceptions to be agreed).

		3. Incurrence of Indebtedness: Prepayments and/or reductions in commitments, as applicable, in an amount equal

A-3


		to 100% of the net cash proceeds received from the incurrence of indebtedness by the Credit Group (other than (a) borrowings under the Company Existing Revolver (as defined below), (b) Permitted CP, (c) prior to the Closing Date, indebtedness permitted to be incurred by Diego pursuant to the Acquisition Agreement, (d) indebtedness incurred by foreign subsidiaries (other than any capital markets debt issuances) and (e) other ordinary course indebtedness to be agreed).

		In addition, at 5:00 p.m. New York City time on the later to occur of (i) the Closing Date and (ii) the last day of the Revolving Period, any undrawn Bridge Loan Commitments will automatically terminate.

Security:		The Bridge Loan Facility will be unsecured.

Representations and Warranties:		Substantially consistent with the Borrower’s existing 5-Year Credit Agreement, dated as of August 5, 2014, among the Borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented or otherwise modified from time to time, the “Company Existing Revolver”), subject on the Closing Date only to the Limited Conditionality Provisions (as defined below).

Covenants:		The Bridge Loan Documents will contain only the following financial, affirmative and negative covenants applicable to the Credit Group (which shall be customary for financings of this type giving due regard to current market conditions and applicable credit ratings), subject to appropriate exceptions, “baskets” and materiality qualifiers to be agreed:

- financial covenant:		Substantially consistent with the Company Existing Revolver.

- affirmative covenants:		Substantially consistent with the Company Existing Revolver (with customary changes to reflect the 364-day bridge nature of the Bridge Loan Facility).

- negative covenants:		Substantially consistent with the Company Existing Revolver (with customary changes to reflect the 364-day bridge nature of the Bridge Loan Facility).

- use of Permitted CP:		The Borrower shall agree that the proceeds of any Permitted CP issued by the Company that is backstopped by the Bridge Loan Facility shall be used to consummate the Acquisition (and if issued prior to the Closing Date, held as cash or cash equivalents by the Borrower until the Closing Date).

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Events of Default:		Substantially consistent with the Company Existing Revolver (with customary changes to reflect the 364-day bridge nature of the Bridge Loan Facility).

Conditions Precedent to Availability during the Revolving Period:		Availability of the Bridge Loan Facility during the Revolving Period (other than any drawing on the Closing Date used to consummate the Acquisition) shall be conditioned upon the satisfaction of the conditions set forth in Exhibit B and, to the extent not covered therein, other conditions consistent with those set forth in Section 4.02 of the Company Existing Revolver as in effect on the date hereof.

Conditions Precedent to Availability on the Closing Date:		Availability of the Bridge Loan Facility on the Closing Date shall be conditioned upon the satisfaction of the conditions set forth in the ninth paragraph of the Commitment Letter and in Exhibit C. In addition, any borrowing under the Bridge Loan Facility on the Closing Date will be subject to (a) the receipt by the Administrative Agent of prior written notice of borrowing and (b) the accuracy of the Acquisition Agreement Representations and the Specified Representations (as such terms are defined below).

		Notwithstanding anything in the Commitment Letter (including each of the exhibits attached thereto), the Fee Letter, the Bridge Loan Documents or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations and warranties the accuracy of which shall be a condition to availability and funding of the Bridge Loan Facility on the Closing Date shall be (A) such representations and warranties made by Diego in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower has the right (taking into account applicable cure periods) to terminate its obligations under the Acquisition Agreement or to refuse to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of such representations and warranties in the Acquisition Agreement (determined without regard to whether any notice is required to be delivered by the Borrower) (such representations, the “Acquisition Agreement Representations”) and (B) the Specified Representations (as defined below) made in the Bridge Loan Documents and (ii) the terms of the Bridge Loan Documents shall be in a form such that they do not impair the availability or funding of the Bridge Loan Facility on the Closing Date if the conditions set forth herein and in Exhibit C are satisfied (or waived by the Commitment Parties). For purposes hereof, “Specified Representations” means the representations and

A-5


		warranties of the Borrower to be set forth in the Bridge Loan Documents relating to organizational power and authority of the Borrower to execute, deliver and perform the Bridge Loan Documents; the authorization, execution, delivery, and enforceability, in each case relating to the borrowing under and performance by the Borrower of, the Bridge Loan Documents; the incurrence of the Bridge Loans to be made under the Bridge Loan Facility do not conflict with the organizational documents of the Borrower or any other material debt documents of the Borrower (which shall include, without limitation, the Company Existing Revolver); Federal Reserve margin regulations; the incurrence of the Bridge Loans and the use of the proceeds of the Bridge Loan Facility not violating the Patriot Act, anti-money laundering laws and laws applicable to sanctioned persons as administered under OFAC and the FCPA; the loan parties not being and not being controlled by sanctioned persons; the Investment Company Act; and solvency as of the Closing Date (after giving effect to the Transactions) of the Borrower and its subsidiaries on a consolidated basis. This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provisions”.

Assignment and Participation:		The Lenders shall be permitted to assign all or a portion of their Bridge Loans and Bridge Loan Commitments with the consent, not to be unreasonably withheld, of (a) the Borrower, unless (i) the assignee is a Lender, an affiliate of a Lender or an approved fund or (ii) an event of default has occurred and is continuing and (b) the Administrative Agent. In the case of partial assignments (other than to another Lender, an affiliate of a Lender or an approved fund), the minimum assignment amount shall be $10,000,000 (or integral multiple of $1,000,000 in excess thereof), in each case unless otherwise agreed by the Borrower and the Administrative Agent. The Administrative Agent shall receive a processing and recordation fee of $3,500 in connection with all assignments. The Lenders shall also be permitted to sell participations in their Bridge Loans. Participants shall have the same benefits as the selling Lenders with respect to yield protection and increased cost provisions subject to customary limitations. Voting rights of participants shall be subject to customary limitations.

Requisite Lenders:		Amendments and waivers with respect to the Bridge Loan Documents shall require the approval of Lenders holding more than 50% of the aggregate amount of the Bridge Loan Commitments (or, if the Funding Date shall have occurred, the Bridge Loans) except that (a) the consent of each Lender directly affected thereby shall be required with respect to (i) reductions in the amount or extensions of the final maturity of any Bridge Loan, (ii) reductions in the rate of interest or any fee or extensions of any due date thereof and (iii) increases in the amount or extensions

A-6


		of the expiry date of any Lender’s Bridge Loan Commitment and (b) the consent of 100% of the Lenders shall be required with respect to reductions of any of the voting percentages or modifications to amendment or pro rata sharing provisions.

		The Bridge Loan Documents shall contain customary provisions for replacing non-consenting Lenders in connection with amendments and waivers requiring the consent of all relevant Lenders or of all relevant Lenders directly affected thereby so long as relevant Lenders holding at least 50% of the aggregate amount of the loans and commitments under the Bridge Loan Documents have consented thereto.

		The Bridge Loan Documents shall contain customary provisions relating to “defaulting” Lenders (including provisions relating to the suspension of the voting rights, rights to receive facility fees, and the termination or assignment of commitments of such Lenders).

Taxes:		The Bridge Loan Facility will provide that all payments are to be made free and clear of any taxes (other than franchise taxes and taxes on overall net income), imposts, assessments, withholdings or other deductions whatsoever. Lenders will furnish to the Administrative Agent appropriate certificates or other evidence of exemption from U.S. federal tax withholding.

Indemnity:		The Bridge Loan Facility will provide customary and appropriate provisions relating to indemnity and related matters in a form consistent with the Company Existing Revolver.

Governing Law and Jurisdiction:		The Bridge Loan Facility will provide that the Borrower, the Administrative Agent and the Lenders will submit to the exclusive jurisdiction and venue of the federal and state courts of the State of New York (provided that the Administrative Agent and Lenders may seek to enforce against the Borrower in any jurisdiction) and will waive any right to trial by jury. New York law will govern the Bridge Loan Documents.

Counsel to Joint Lead Arrangers and Administrative Agent:		Cahill Gordon & Reindel LLP.

A-7

EXHIBIT A

ANNEX A


		Interest Rate and Fees

Interest Rate Options:		The Borrower may elect that the Bridge Loans comprising each borrowing bear interest at a rate per annum equal to (a) the Base Rate plus the Applicable Margin or (b) the Eurodollar Rate plus the Applicable Margin.

		As used herein:

		“Adjusted LIBO Rate” means the Eurodollar Rate, as adjusted for statutory reserve requirements for eurocurrency liabilities (if any).

		“Applicable Margin” has the meaning set forth in Annex A-1.

		“Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ¹⁄₂ of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate at approximately 11:00 a.m. London time on such day. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively

		“Eurodollar Rate” means, with respect to any Eurodollar borrowing for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for U.S. Dollars for a period equal in length to such Interest Period as displayed on page LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case the “LIBO Screen Rate”) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of the Bridge Loan Documents; provided further that if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”) then the Eurodollar Rate shall be the Interpolated

Annex A - 1


		Rate (to be defined in the Bridge Loan Documents, consistent with the definition thereof contained in the Company Existing Revolver); provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of the Bridge Loan Documents.

Interest Payment Dates:		In the case of Bridge Loans bearing interest based upon the Base Rate (“Base Rate Bridge Loans”), quarterly in arrears.

		In the case of Bridge Loans bearing interest based upon the Eurodollar Rate (“Eurodollar Bridge Loans”), on the last day of each relevant interest period (which will be one, two or three months).

Fees:		The Borrower shall pay duration fees as described in Annex A-1.

Default Rate:		At any time when the Borrower is in default in the payment of any amount of principal due under the Bridge Loan Facility, the overdue amount shall bear interest at 2% above the rate otherwise applicable thereto. Overdue interest, fees and other amounts shall bear interest at 2% above the rate applicable to Base Rate Bridge Loans.

Rate and Fee Basis:		All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case of Base Rate Bridge Loans the interest rate payable on which is then based on the Prime Rate) for actual days elapsed.

Annex A - 2

EXHIBIT A

ANNEX A-1

1.	Applicable Margin

“Applicable Margin” means, as of any date of determination during any period set forth below, the rate set forth below, in basis points per annum set forth below under the applicable type of loan for the applicable Level based on the Credit Ratings (as defined below) in effect at the time.


	Level I				Level II
Credit Ratings	AA-/Aa3 or higher				A+/A1 or lower
	Eurodollar Rate		Base Rate		Eurodollar Rate		Base Rate
Closing Date until 3-month anniversary thereof		75		0		87.5		0

3-month anniversary of Closing Date until 6-month anniversary thereof		100		0		112.5		12.5

6-month anniversary of Closing Date until 9-month anniversary thereof		125		25		137.5		37.5

9-month anniversary of Closing Date until 12-month anniversary thereof		150		50		162.5		62.5

For purposes of determining the Applicable Margin, the applicable Credit Rating from one of S&P and Moody’s will be required to qualify for the applicable Level set forth above; provided that (i) if the Borrower is split-rated and the ratings differential between the higher Credit Rating and the other Credit Rating is one notch, the higher of the Credit Ratings will apply, and (ii) if the Borrower is split-rated and the ratings differential between the higher Credit Rating and the other Credit Rating is more than one notch, a rating that is one notch lower than the higher Credit Rating shall be used to determine the Applicable Margin.

“Credit Ratings” means (a) the senior unsecured debt credit rating of the Borrower from Moody’s and (b) the long term issuer credit rating of the Borrower from S&P.

2.	Undrawn Commitment Fee

The Borrower shall pay a fee (the “Undrawn Commitment Fee”) quarterly in arrears, at the rate set forth below in basis points per annum for the applicable Level based on the Credit Ratings in effect at the time, for the ratable benefit of each Lender from the Effective Date to the later of (i) the Closing Date and (ii) the last day of the Revolving Period, on the unused Bridge Loan Commitments during such period.

Annex A - 3


	Level I	Level II
Credit Ratings	AA-/Aa3 or higher	A+/A1 or lower

Commitment Fee	4.5	6

For purposes of determining the Undrawn Commitment Fee, the applicable Credit Rating from one of S&P and Moody’s will be required to qualify for the applicable Level set forth above; provided that (i) if the Borrower is split-rated and the ratings differential between the higher Credit Rating and the other Credit Rating is one notch, the higher of the Credit Ratings will apply, and (ii) if the Borrower is split-rated and the ratings differential between the higher Credit Rating and the other Credit Rating is more than one notch, a rating that is one notch lower than the higher Credit Rating shall be used to determine the Undrawn Commitment Fee.

3.	Duration Fee

The Borrower shall pay a fee (the “Duration Fee”) for the ratable benefit of each Lender, on the dates set forth below, equal to the percentage (the “Applicable Duration Fee Percentage”) of the aggregate outstanding principal amount of Bridge Loans on such date set forth below:


Outstanding Principal Amount	90 Days after the Closing Date	180 Days after the Closing Date	270 days after the Closing Date
Duration Fee	0.50%	0.75%	1.00%

Annex A - 4

EXHIBIT B

PROJECT DIEGO

Conditions to Drawings during the Revolving Period

The availability of the Bridge Loan Facility during the Revolving Period, in addition to the conditions expressly set forth under the heading “Conditions Precedent to Availability during the Revolving Period” in Exhibit A, shall be subject to the satisfaction of the following conditions. Capitalized terms used but not defined herein have the meanings given in said Exhibit and the Commitment Letter.

1. The Acquisition Agreement shall have been executed and delivered.

2. The definitive documentation with respect to the Bridge Loan Facility, consistent with the terms set forth in Exhibit A, shall have been executed and delivered.

3. The Lenders, the Administrative Agent and the Lead Arrangers shall have received all fees and invoiced expenses required to be paid on or before the Effective Date.

4. The Administrative Agent shall have received on the Effective Date such legal opinions, certificates, documents and other instruments as are customary for transactions of this type as it may reasonably request.

5. The Lead Arrangers shall have received at least 3 business days prior to the Effective Date all documentation and other information about the Borrower that shall have been reasonably requested by the Lead Arrangers in writing at least 10 business days prior to the Effective Date and that the Lead Arrangers reasonably determine is required by United States bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act.

B-1

EXHIBIT C

PROJECT DIEGO

Conditions to Drawings on the Closing Date

The availability of the Bridge Loan Facility on the Closing Date, in addition to the conditions expressly set forth under the heading “Conditions Precedent to Availability on the Closing Date” in Exhibit A and in the ninth paragraph of the Commitment Letter, shall be subject to the satisfaction of the following conditions. Capitalized terms used but not defined herein have the meanings given in said Exhibit and the Commitment Letter.

1. Since September 30, 2014, there shall not have occurred any change, event, occurrence or effect that, individually or in the aggregate, has had a Material Adverse Effect (as defined in the Acquisition Agreement).

2. The Effective Date shall have occurred on or prior to the Closing Date.

3. The Acquisition shall be consummated in accordance with the terms of that certain Agreement and Plan of Merger, dated as of December 8, 2014, by and among Purchaser, the Borrower and Diego (as such Agreement may be amended, supplemented or otherwise modified from time to time to the extent permitted pursuant to the following proviso, the “Acquisition Agreement”); provided that no provision or condition thereof shall have been waived, amended, supplemented or otherwise modified in any respect materially adverse to the Borrower, the Lenders or the Lead Arrangers without the Lead Arrangers’ prior consent (not to be unreasonably withheld or delayed).

4. The Lenders, the Administrative Agent and the Lead Arrangers shall have received all fees and invoiced expenses required to be paid on or before the Closing Date.

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