Exhibit D to Clinical Services Master Agreement between Cubist Pharmaceuticals, Inc. and IBAH, Inc.

Summary

Cubist Pharmaceuticals, Inc. and IBAH, Inc. entered into this agreement as an addendum to their existing Clinical Services Master Agreement. Under this Exhibit D, IBAH will provide pre-NDA services for Cubist’s Daptomycin Program, with specific roles, responsibilities, and timelines defined. The agreement sets out payment terms, including per diem rates, invoicing procedures, and conditions for price increases. All terms are subject to the original Master Agreement. The agreement is legally binding and outlines how changes in project scope or costs will be managed.

EX-10.53 6 a2042768zex-10_53.txt EXHIBIT 10.53 EXHIBIT 10.53 CONFIDENTIAL TREATMENT EXHIBIT D TO THE CLINICAL SERVICES MASTER AGREEMENT BETWEEN CUBIST PHARMACEUTICALS, INC. AND IBAH, INC., DATED DECEMBER 1, 1999. THIS EXHIBIT D is entered into this 10th day of May, 2000, by and between Cubist Pharmaceuticals, Inc. (hereinafter "Cubist") and IBAH, Inc. (hereinafter "IBAH"). WHEREAS, Cubist and IBAH entered into a Clinical Services Master Agreement, dated December 1, 1999 (hereinafter the "Master Agreement"), wherein BAH agreed to provide clinical services and; WHEREAS, Cubist and IBAH agree that IBAH shall provide the services set forth in this Exhibit D, subject to the terms and conditions set forth in the Clinical Services Master Agreement; NOW, THEREFORE, for good and valuable consideration, AND INTENDING TO BE LEGALLY BOUND, Cubist and IBAH agree as follows: I. PROJECT OVERVIEW IBAH will provide pre-NDA services in connection with the Daptomycin Program (hereinafter "the Projects"). Changes made in the Projects scope, at any time during the Projects, will result in a corresponding adjustment to the Project Costs. II. PROJECT ROLES AND RESPONSIBILITIES IBAH will perform pre-NDA services for the Projects as specified and requested on an as needed basis by Cubist and agreed upon by IBAH. III. PROJECT TIME-LINE IBAH commence performance of the services on or about [ ]*. Unless otherwise agreed to in writing by the parties, the terms of this Exhibit D shall be for [ ]*. IV. BUDGET A. PER DIEM RATES [ ]* The fees for services provided under this Exhibit D shall not exceed [ ]* unless expressly requested by Cubist in writing, and agreed to in writing by the parties. *Confidential treatment requested: Material has been omitted and filed with the Commission. -2- B. PAYMENT SCHEDULES 1. INVOICING PROCESS FOR PER DIEM RATES IBAH maintains a project accounting system, whereby all direct project costs (estimated per diem rates or pass-through expenses) are coded by project. All payments shall be processed within [ ]* days upon receipt of an invoice from IBAH. If any payment is late by more than [ ]* days, such payment shall be subject to a penalty fee of [ ]* per month of the outstanding balance. 2. PASS-THROUGH EXPENSE INVOICING IBAH's project accounting system is able to capture and categorize in summary the following key pass-through expenses related to a project: o Travel o Delivery fees o All other project related expenses that are not related to per diem rates Any additional detail to support pass-through costs will be provided on a fee basis. 3. ANNUAL PRICE INCREASE Notwithstanding anything contained herein to the contrary, the per diem rates set forth in this Exhibit D shall remain in effect for the longer of (a) [ ]* from the date hereof, or (b) [ ]*. Thereafter, IBAH reserves the right to increase the price of the per diem rates under this Exhibit D as of each January 1; such increases shall not exceed the percentage change of [ ]*. 4. TERMS AND CONDITIONS The terms and conditions of the Master Agreement govern this Exhibit D and such document is incorporated herein by reference as if fully set forth herein. IN WITNESS WHEREOF, the parties have executed this Exhibit D by their duly authorized officers. CUBIST PHARMACEUTICALS, INC. IBAH, INC. By: /s/ MICHAEL DEBRUIN By: /s/ LEONARD F. STIGLIANO ------------------- ------------------------ Name: Michael DeBruin, M.D. Name: Leonard F. Stigliano Title: Vice President - Clinical Research Title: President, U.S. CRO Dated: April 24, 2000 Dated: May 10, 2000 *Confidential treatment requested: Material has been omitted and filed with the Commission.