EXHIBIT 10.5 CONFIDENTIAL TREATMENT MANUFACTURING AND SUPPLY AGREEMENT

                                                FOB means “Free on Board”, as that expression is defined in LNCOTERMS 2000, LCIA Publishing S.A.

                                                CONFIDENTIAL INFORMATION means all data, specifications, training and any other know-how related to the design, development, manufacture, or performance of the Product, as well as all other information and data provided by either party to the other party pursuant to this Agreement in written or other tangible medium and marked as confidential, or if disclosed orally or displayed, confirmed in writing within thirty (30) days after disclosure and marked as confidential, except any portion thereof which: (i) is known to the receiving party, as evidenced by the receiving party’s written records, before receipt thereof under this Agreement; (ii) is disclosed to the receiving party by a third person who is under no obligation of confidentiality to the disclosing party hereunder with respect to such information and who otherwise has a right to make such disclosure; (iii) is or becomes generally known in the trade through no fault of the receiving party; or (iv) is independently developed by the receiving party, as evidenced by the receiving party’s written records, without access to such information.

                                                CONTRACT YEAR means each twelve (12) month period during the term of this Agreement beginning on the date of the commencement of commercial production of Daptomycin in the Facility. Preliminary activities related to Facility development, validation and product registration which occur in the period prior to the first Contract Year will be referred to as Year Zero.

                                                CUBIST TECHNOLOGY means individually and collectively the intellectual property rights embodied or disclosed in (a)(i) the patent application(s) and patents listed in Exhibit A; (ii) any patent application filed as a continuation, division, or continuation-in-part of the application(s) described in clause (a)(i), patents issuing therefrom and reissues, reexaminations and extensions of such patents; (iii) any foreign counterpart to the application(s) described in clauses (a)(i)-(ii) (including divisions, continuations, confirmations, additions, renewals or continuations-in-part of such patent applications), patents issuing therefrom and extensions thereof; and (iv) any additional patent applications and patents relating to new processes, compositions, formulations or methods of using Daptomycin which shall be filed by Cubist or to which Cubist shall obtain rights and which shall be added to Exhibit A from time to time; and (b) all other Confidential Information, discoveries, inventions, know-how, techniques,

* Confidential treatment requested: Material has been omitted and filed with the Commission.

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                                                methodologies, modifications, improvements, works of authorship, designs and data (whether or not protectable under patent, copyright, trade secrecy or similar laws) that are conceived, discovered, developed, created or reduced to practice or tangible medium of expression by consultants (other than those consultants that are also affiliated with DSM in connection with this Agreement) or employees of Cubist at any time prior to the Effective Date, concurrent with or related to this Agreement.

                                                DAPTOMYCIN, DAPTOMYCIN PRODUCT OR PRODUCT means Daptomycin (the compound [ ]* whose structure is detailed in Exhibit B) API bulk drug substance manufactured in accordance with Exhibit C.

                                                EMEA means the European Medicines Evaluation Agency or any successor entity thereto.

                                                FDA means the United States Food and Drug Administration or any successor entity thereto.

                                                FACILITY means the GMP Drug Production facility in Capua, Italy to be equipped by DSM for the manufacture of Product pursuant to the provisions of Section 2.

                                                FORCE MAJEURE means any event beyond the reasonable control of the parties, including, without limitation, fire, flood, riots, strikes, epidemics, war (declared or undeclared and including the continuance, expansion or new outbreak of any war or conflict now in existence), embargoes and governmental actions or decrees.

                                                NDA means a new drug application filed with the FDA to obtain marketing approval for Product in the United States.

                                                PERSON means any individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company, limited liability partnership, unincorporated organization, government (or any agency or political subdivision thereof) or other legal entity or organization.

                                                PROCESS means the commercial process employing the anionic exchange column steps and final endotoxin removal step developed by Cubist for the production of Product attached to this Agreement as Exhibit C.

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                                                PRODUCT APPROVALS means, those regulatory approvals required for manufacture, importation promotion, pricing, marketing and sale of the Product in any particular country.

                                                SPECIFICATIONS means the specifications for the Product attached to this Agreement as Exhibit D. Such specifications may be modified from time to time to reflect improvements (if any) by mutual agreement of the parties. Copies of such modified Specifications shall be maintained by both parties, and shall become a part of this Agreement as if incorporated herein.

                                                OTHER DEFINED TERMS. Each of the following terms have the meanings ascribed to it in the section set forth opposite such term

2.             CONSTRUCTION OF PRODUCTION FACILITY

2.1                                  FACILITY CONSTRUCTION. By [ ]* (the Target Date), DSM will (i) carry out the modifications to the Facility and equip the Facility for the manufacture of Daptomycin and (ii) qualify the Facility in accordance with the qualification requirements set forth in Exhibit E.

2.2                                  DATE ADJUSTMENTS. If due to any other reason than the late-, non- or misperformance by DSM of its obligations hereunder except for reasons of force majeure, the relevant dates shall be adjusted day-for-day.

2.3                                  INSPECTION; CHANGE PROCEDURES. Cubist will have the right to inspect the progress of work at the Facility at all reasonable times during the equipment and qualification process and to confer with

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                                                DSM to confirm compliance with DSM’s obligations under this Agreement. In addition, Cubist will be consulted concerning any matters that could cause a delay in completion of the Facility. DSM acknowledges that time is of the essence for this Agreement, and that significant delays in the completion of the Facility caused by DSM’s non-, late or misperformance of its obligations hereunder may cause Cubist significant harm. Cubist and DSM will, from time to time during the construction process, confer regarding the quality standards for materials and layout of operations within the Facility; every reasonable effort consistent with prudent business practice will be made to minimize the capital investment without compromising quality or efficiency of Product production operations. No changes to the Exhibits D and E or the quality standards for materials and layout will be made without written consent of both parties.

3.             PURCHASE OF PRODUCTS AND TERMS OF SALE.

3.1                                  EXCLUSIVITY. DSM agrees to manufacture and supply Daptomycin exclusively for Cubist for the lifetime of this Agreement and the lifetime of any subsequent extensions, renewals or amendments to this Agreement.

3.2                                  PURCHASE COMMITMENT. During the five Contract Years following the date of the commencement of commercial production of Daptomycin in the Facility (2002 until 2006), Cubist will purchase an aggregate minimum quantity of [ ]* of Product from DSM as follows: (a) Contract Year 1 (2002) [ ]*; (b) Contract Year 2 (2003) [ ]*; (c) Contract Year 3 (2004) [ ]*; (d) Contract Year 4 (2005) [ ]*; and (e) Contract Year 5 (2006) [ ]*. At the end of Contract Year 4 Cubist [ ]*. During the period prior to the date of the commencement of commercial production of Daptomycin in the Facility, Cubist shall purchase [ ]* consistency batches of Product for a price equal to [ ].* The [ ]* consistency batches shall be considered part of the aggregate minimum purchase of Contract Year One.

3.3                                  PURCHASE FORECASTS. At least [ ]* prior to the anticipated date of the modification of the Facility (i.e. [ ]* and thereafter, on a [ ]* basis at least [ ]* prior to the first day of each calendar quarter, Cubist will provide DSM with a non-binding rolling forecast of its orders of the Product with respect to the next [ ]* including expected delivery dates (SUPPLY FORECAST). The forecasts for the first two quarters of any four quarter period shall represent binding purchase obligations of Cubist with respect to [ ]* of the Product forecast in the previous quarter’s Supply Forecast. In no event shall a Supply Forecast exceed the optimal production capacity of the Facility for the period in question.

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3.4                                  PRODUCT ORDERS. Orders shall be placed by written purchase order and submitted by mail or facsimile, or by other means agreed upon by the parties. No order shall be binding upon DSM until the same shall have been accepted in writing by DSM. DSM shall accept or reject all orders within [ ]* following receipt of same and shall deliver all orders that are accepted in accordance with clauses 3.2, 3.3 and 3.5. It is agreed by the parties that the standard printed terms of purchase/sale of Cubist and DSM, shall not be applicable. DSM shall deliver against each such order in accordance with Section 3.5.

3.5                                  OBLIGATION TO SUPPLY. (a) DSM shall use best efforts to accept and fill each order for Product submitted by Cubist; including orders that exceed the Supply Forecast for any quarter by [ ]* of the amount in the Supply Forecast for such quarter delivered to DSM [ ]* days prior to such quarter. DSM shall not be in breach of this Section 3.5 if DSM’s failure to supply Product is due to a Force Majeure event.

(b) If DSM is unable to supply the Product ordered by Cubist in accordance with the terms of this Agreement, then DSM shall [ ]* to remedy the problem or secure an alternative source of supply within a reasonable time at no cost to Cubist, and any such alternative source of supply shall be on terms substantially identical with the terms of this Agreement. If DSM is unable to remedy the problem or secure an alternative source of supply within [ ]* days after its initial failure to supply, then DSM shall consult with Cubist and the parties shall work together to remedy the problem. In such an event, Cubist may at its option, and upon notice to DSM: (i) draw down units of Product from the back-up supply established pursuant to Section 3.6 and (ii) in the event that the parties agree that Cubist will exhaust such back-up supply before DSM is able to resume supplying Product in sufficient volume, take measures to obtain the Product through a third party and such purchases shall be counted against the minimum purchase obligations specified in Section 3.2. Cubist may continue to purchase Product committed to DSM from third party suppliers until DSM notifies Cubist that it is again able to supply Cubist’s needs and substantiates such claim to Cubist’s reasonable satisfaction. Thereafter, Cubist shall commence purchasing Product from DSM in accordance with the obligations specified in Section 3.2; provided that: (i) Cubist shall not be required to cancel binding purchase orders with any third party and (ii) DSM shall pay all cancellation costs incurred by Cubist in switching its purchases to DSM.

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3.6                                  BACK-UP INVENTORY. In order to increase the flexibility and to minimize adverse consequences from any interruption in DSM’s ability to supply Cubist with Product, DSM shall at all times maintain a back-up supply of raw material for production of two (2) batches of Product to support Cubist’s forecasted production needs following any failure of DSM to timely supply Cubist with Product that conforms to the Specifications. The back-up inventory of raw materials will be DSM’s property, and no sale or transfer or ownership of such raw materials in inventory is contemplated herewith. The parties shall mutually agree upon the exact size of such back-up supply of raw materials. DSM will promptly notify Cubist if the back-up inventory of raw material falls below the agreed level, including the reasons for such depletion, and shall restock the back-up supply as soon as practicable so that the agreed back-up supply is maintained at all times. The parties shall adjust the size of the back-up supply from time to time as mutually agreed and as warranted by commercially prudent risk management practices.

3.7                                  CHANGES. DSM shall not change the specified raw materials vendors, raw materials or the process without the consent of Cubist; provided that DSM may implement changes in the process in accordance with Section 5.3(c).

3.8                                  PRODUCT PRICES. (a) Cubist’s price for the Product shall equal [ ]*.

(b) Except as otherwise agreed by the parties or as provided in this Section 3.8, DSM may not increase the price charged for the Product

(c) If Cubist’s aggregate purchases of Product from DSM in Contract Year 1 (2002), Contract Year 2 (2003), and Contract Year 3 (2004) cumulatively exceed [ ]* and Cubist’s binding orders for Product for Contract Year 4 (2005) and Contract Year 5 (2006) exceed an aggregate volume of [ ]*, the parties will negotiate in good faith a reasonable reduction of the price [ ]* that will apply to purchases during Contract Year 4 and Contract Year 5. In case the binding orders for Product during Contract Year 4 and 5 have, for whatever reason, not been supplied and taken, the price per kilogram will be adjusted accordingly retroactively.

3.9                                  PAYMENT. Cubist shall pay for Product within [ ]* days after the date of DSM’s invoice with respect to Product. Except for income taxes that may be assessed against DSM, all taxes and charges that may be imposed by any government taxing authority on the amounts paid by Cubist to DSM under this Agreement shall be paid by [ ]*. [ ]* shall

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                                                make payments by wire transfer to a bank identified by [ ]* using the procedure specified in Section 10.6. All payments shall be stated and paid in United States Dollars.

3.10                            DELIVERY. DSM shall arrange for shipment and invoicing to Cubist of the Product ordered by Cubist via common carrier, FOB Naples, Italy. In case, upon request of Cubist, a quantity of Product ordered by Cubist is stored by DSM, DSM will be entitled to prepayment of the invoice value pertaining to the amount of Product stored. DSM shall be responsible for maintaining the Product under storage conditions that are mutually agreed by the parties. If DSM maintains the agreed storage conditions, DSM shall not be liable for any degradation of the Product. Storing of Product shall not constitute any reason for Cubist to deter or withhold payment of the relevant invoice(s).

3.11                            ACCEPTANCE. (a) Each shipment of Product from DSM to Cubist shall contain such quality control certificates as described in Exhibit F to show that the Product is in conformity with the Product Specifications and Product Approvals. Cubist shall notify DSM within [ ]* of the receipt of a shipment of the Product of any nonconformity of the Product to the Product Specifications; provided that with respect to obvious nonconformities, Cubist will promptly notify DSM. If Cubist fails to so notify DSM or if Cubist processes the Product (or has it processed by a third party), it will be deemed to have accepted the Product and to have waived all claims in this respect.

(b) Cubist shall not be required to pay DSM for any Product which has been property rejected in accordance with clause 3.11 sub (a). Subject to clause 3.11 sub a, DSM shall at its expense and at no further cost to Cubist replace any Product that does not conform to the Product Specifications. Initially samples of any defective Product shall be returned to DSM using the procedure specified in this Section 3.11(b). Cubist shall notify DSM in writing of its rejection of Product under Section 3.11(a), shall provide DSM with a sample of the defective Product along with a reasonably detailed statement of the claimed defect and proof of date of purchase and shall request a Return Material Authorization (RMA) number and shall within thirty (30) days of receipt of such RMA number return such rejected Product to DSM freight prepaid and properly insured. In the event DSM determines that the sample of Product is defective and properly rejected by Cubist, DSM shall issue the RMA and replace such defective Product. The parties will then in mutual consent decide on how to dispose of the defective Product in the most favorable manner. DSM shall return to Cubist, freight prepaid, all replaced Product,

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along with reimbursement of the shipment charges for return of the samples of nonconforming Product. In the event, that DSM determines that the returned sample of Product is not defective and the parties are unable to resolve such dispute to their mutual satisfaction within [ ]*, DSM shall submit a sample of such returned Product to an independent laboratory reasonably acceptable to Cubist for testing against the Specifications and the test results obtained by such laboratory shall be final and controlling. The fees and expenses of such laboratory testing shall be done entirely by the party against whom such laboratory’s findings are made. In the event the test results indicate that the Product in question does not conform to the Specifications, DSM shall replace such Product at no additional cost to Cubist within [ ]* after receipt of such results if replacement Product stock is available, and in any case as soon as reasonably possible after receipt of such results.

4.             REGULATORY COMPLIANCE SYSTEMS, CERTIFICATES AND ACCESS

4.1                                  GENERAL. DSM agrees to manufacture Daptomycin bulk drug substance in accordance with the Good Manufacturing Practice regulations outlined in USC 21 CFR 211, subparts A-J, where applicable for the production of active pharmaceutical ingredients. This will include, at a minimum, the maintenance of a separate, dedicated, appropriately staffed quality control unit that has the responsibility of accepting or rejecting incoming components, review of batch records, and approving or rejecting Daptomycin bulk drug substance; the provision of adequate laboratory facilities for conducting component testing, in-process and final bulk drug substance testing; assuring that facility personnel have the appropriate education, training and experience to perform their designated job responsibilities; assuring that the manufacturing facilities are appropriately designed and maintained to ensure that Daptomycin bulk drug substance meets pre-determined specifications and is free of potential contamination; assuring that the manufacturing and laboratory equipment is adequate for the production and testing of Daptomycin bulk drug substance and that the equipment is appropriately maintained; the preparation and maintenance of batch production and control records; and having written standard operating procedures (SOP’s) that are adhered to for the following:

                                                a.             Receipt and testing of incoming components

                                                b.             Operational procedures for manufacturing including sampling and in-process testing

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                                                c.             Handling of deviations during the manufacturing process

                                                d.             Procedures for analytical methods which are used for component, in-process and final        product testing

                                                e.             Maintenance of manufacturing facilities as well as equipment used in the               manufacturing and laboratory facilities

                                                f.              GMP training of manufacturing and quality control personnel

DSM shall use reasonable best efforts consistent with prudent business practice in cooperation with Cubist to (a) obtain all necessary approvals required under Italian law for the production of the Product in the Facility and (b) maintain such approvals in effect throughout the term of this Agreement.

4.2                                  CERTIFICATES OF ANALYSIS. DSM shall perform, or cause to be performed, sample tests on each lot of Product purchased pursuant to this Agreement before delivery to Cubist. Each test report shall set forth the items tested, specifications and test results in a certificate of analysis, containing the types of information which shall have been agreed between the parties for each lot delivered. DSM shall send or cause to be sent such certificates to Cubist prior to delivery of each lot. The certificate of analysis will be accompanied by a certified batch manufacturing record signed by DSM’s quality assurance department.

4.3                                  CERTIFICATES OF MANUFACTURING COMPLIANCE. DSM shall provide or cause to be provided, for each lot of Product purchased pursuant to this Agreement, a certificate of manufacturing com