Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13D (including any amendments thereto) relating to the beneficial ownership of Common Stock, $0.0001 par value per share, of Trius Therapeutics, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: August 9, 2013
| CUBIST PHARMACEUTICALS, INC. |
| | |
| By: | /s/ Thomas J. DesRosier |
| Nam: | Thomas J. DesRosier |
| Title: | Senior Vice President, Chief Legal Officer, General Counsel and Secretary |
| | |
| BRGO CORPORATION |
| | |
| By: | /s/ Thomas J. DesRosier |
| Nam: | Thomas J. DesRosier |
| Title: | Secretary |
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF CUBIST AND PURCHASER
The name, business address and present principal occupation of each of the directors and executive officers of Cubist and Purchaser are set forth below. Except as otherwise indicated, all of the persons listed below are citizens of the United States of America. Directors are noted with an asterisk.
Cubist Directors and Executive Officers:
Name and Business Address | | Present Principal Occupation | | Name and Address of Corporation
or Other Organization (if different
from the address provided in
Column 1) |
*Michael W. Bonney
Cubist Pharmaceuticals, Inc.
65 Hayden Ave
Lexington, MA 02421
| | Chief Executive Officer and Director of Cubist Pharmaceuticals, Inc. | | |
| | | | |
Robert J. Perez, MBA
Cubist Pharmaceuticals, Inc.
65 Hayden Ave
Lexington, MA 02421
| | President and Chief Operating Officer of Cubist Pharmaceuticals, Inc. | | |
| | | | |
Steven C. Gilman, Ph.D.
Cubist Pharmaceuticals, Inc.
65 Hayden Ave
Lexington, MA 02421
| | Executive Vice President, Research & Development and Chief Scientific Officer of Cubist Pharmaceuticals, Inc. | | |
| | | | |
Thomas DesRosier, J.D.
Cubist Pharmaceuticals, Inc.
65 Hayden Ave
Lexington, MA 02421
| | Senior Vice President, Chief Legal Officer, General Counsel and Secretary of Cubist Pharmaceuticals, Inc. | | |
| | | | |
Gregory Stea
Cubist Pharmaceuticals, Inc.
65 Hayden Ave
Lexington, MA 02421
| | Senior Vice President, Commercial Operations of Cubist Pharmaceuticals, Inc. | | |
| | | | |
Michael Tomsicek, MBA
Cubist Pharmaceuticals, Inc.
65 Hayden Ave
Lexington, MA 02421 | | Senior Vice President and Chief Financial Officer of Cubist Pharmaceuticals, Inc. | | |
Name and Business Address | | Present Principal Occupation | | Name and Address of Corporation
or Other Organization (if different
from the address provided in
Column 1) |
Patrick Vink, M.D.(1)
Cubist Pharmaceuticals, Inc.
65 Hayden Ave
Lexington, MA 02421
| | Senior Vice President and General Manager of International Business of Cubist Pharmaceuticals, Inc. | | |
| | | | |
*Kenneth M. Bate, MBA
Cubist Pharmaceuticals, Inc.
65 Hayden Ave
Lexington, MA 02421
| | Independent Consultant | | |
| | | | |
*Mark H. Corrigan, M.D.(2)
| | President and Chief Executive Officer of Zalicus Inc. | | Zalicus Inc.
245 First St.
Cambridge, MA 02142 |
| | | | |
*Jane Henney, M.D.
Cubist Pharmaceuticals, Inc.
65 Hayden Ave
Lexington, MA 02421
| | n/a | | |
| | | | |
*Nancy J. Hutson, Ph.D.
Cubist Pharmaceuticals, Inc.
65 Hayden Ave
Lexington, MA 02421 | | n/a | | |
| | | | |
*Alison Lawton
| | Chief Operating Officer of OvaScience, Inc. | | OvaScience, Inc.
215 First St # 240
Cambridge, MA 02142 |
| | | | |
*Leon O. Moulder, Jr., MBA
| | Chief Executive Officer of TESARO, Inc. | | TESARO, Inc.
1000 Winter Street Suite #3300 Waltham, MA 02451 |
| | | | |
*Martin Rosenberg, Ph.D.
| | Chief Scientific Officer of Promega Corporation | | Promega Corporation
2800 Woods Hollow Road
Madison, WI 53711 |
| | | | |
*J. Matthew Singleton, MBA, CPA
Cubist Pharmaceuticals, Inc.
65 Hayden Ave
Lexington, MA 02421
| | n/a | | |
| | | | |
*Martin H. Soeters(3)
| | President of Novo Nordisk Europe A/S | | Novo Nordisk, Inc.
Region Europe A/S
Thurgauerstrasse 36/38
CH-8050 Zurich
Switzerland |
(1) Mr. Vink is a citizen of the Netherlands.
(2) Dr. Corrigan is a citizen of the United States, Ireland and Switzerland.
(3) Mr. Soeters is a citizen of the Netherlands.
Name and Business Address | | Present Principal Occupation | | Name and Address of Corporation
or Other Organization (if different
from the address provided in
Column 1) |
*Michael B. Wood, M.D.
Cubist Pharmaceuticals, Inc.
65 Hayden Ave
Lexington, MA 02421 | | Orthopedic Surgeon and retired President-emeritus of the Mayo Foundation and Professor of Orthopedic Surgery at the Mayo Clinic School of Medicine | | Mayo Clinic
200 First Street SW
Rochester, MN 55905 |
Purchaser Directors and Executive Officers:
Name and Business Address | | Present Principal Occupation | | Name and Address of Corporation
or Other Organization (if different
from the address provided in
Column 1) |
*Michael W. Bonney
Cubist Pharmaceuticals, Inc.
65 Hayden Ave
Lexington, MA 02421 | | Chief Executive Officer and Director of Cubist Pharmaceuticals, Inc.; President and Director of BRGO Corporation | | |
| | | | |
*Thomas DesRosier, J.D.
Cubist Pharmaceuticals, Inc.
65 Hayden Ave
Lexington, MA 02421 | | Senior Vice President, Chief Legal Officer, General Counsel and Secretary of Cubist Pharmaceuticals, Inc.; Secretary and Director of BRGO Corporation | | |
| | | | |
*Michael Tomsicek, MBA
Cubist Pharmaceuticals, Inc.
65 Hayden Ave
Lexington, MA 02421 | | Senior Vice President and Chief Financial Officer of Cubist Pharmaceuticals, Inc.; Treasurer and Director of BRGO Corporation | | |
SCHEDULE II
Shares of Common Stock of Trius Therapeutics, Inc. Beneficially Owned by Stockholders
Row | | Stockholder | | Shares Owned | | Shares issuable upon
exercise of outstanding
options |
| | | | | | |
1 | | Neil Abdollahian | | 17,404 | | 175,428 |
2 | | Brian G. Atwood | | 0 | | 60,302 |
3 | | Kenneth Bartizal, Ph.D. | | 95,300 | | 227,964 |
4 | | Karin Eastham | | 18,114 | (1) | 62,441 |
5 | | John Finn, Ph.D. | | 169,011 | (2) | 317,788 |
6 | | Seth H. Z. Fischer | | 0 | | 32,500 |
7 | | InterWest Partners IX, LP | | 3,548,643 | | 0 |
8 | | David S. Kabakoff, Ph.D. | | 111,366 | (3) | 75,000 |
9 | | Nina Kjellson | | 0 | | 60,302 |
10 | | Michael Morneau | | 12,545 | | 125,000 |
11 | | Brenda O’Leary, Ph.D. | | 21,302 | | 51,000 |
12 | | Matthew Onaitis | | 0 | | 100,000 |
13 | | Philippe Prokocimer, M.D. | | 92,887 | (4) | 308,313 |
14 | | Karen Potts | | 348 | | 113,159 |
15 | | Prism Venture Partners V, L.P. | | 2,032,600 | | 0 |
16 | | Prism Venture Partners V-A, L.P. | | 925,630 | | 0 |
17 | | John P. Schmid | | 107,639 | | 336,858 |
18 | | Theodore R. Schroeder | | 0 | | 66,116 |
19 | | Karen Joy Shaw | | 28,867 | | 112,500 |
20 | | Jeffrey Stein, Ph.D. | | 210,457 | (5) | 994,069 |
21 | | J. Craig Thompson | | 1,344 | | 365,000 |
22 | | Paul Truex | | 11,270 | (6) | 63,403 |
23 | | Versant Side Fund III, L.P. | | 18,997 | | 0 |
24 | | Versant Venture Capital III, L.P. | | 3,216,842 | | 0 |
(1) Includes 12,114 shares owned by The Karin Eastham Defined Benefit Plan, of which Karin Eastham is a trustee.
(2) Includes 166,860 shares owned by The John and Deborah Finn Trust, of which John Finn is a trustee.
(3) Includes 53,101 shares owned by The David S. and Susan O. Kabakoff Family Trust, of which David Kabakoff is the trustee; and 5,285 shares owned by Strategy Advisors, LLC Defined Benefit Plan, of which David Kabakoff is plan administrator.
(4) Includes 82,022 shares owned by Philippe and Maria Prokocimer Family Trust.
(5) Includes 210,457 shares owned by The Jeff Stein and Catherine Naughton Revocable Trust.
(6) Includes 11,270 shares owned by The 2002 Truex Family Trust u/d/t April, 20 2005, of which Paul Truex is a trustee.
