8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to

Section 13 or 15(d) of

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): September 30, 2003

GENOME THERAPEUTICS CORP.

(Exact name of registrant as specified in its charter)

Massachusetts	0-10824	04-2297484
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

100 Beaver Street

Waltham, Massachusetts 02453

(Address, of principal executive offices, including zip code)

(781) 398-2300

(Registrant’s Telephone number including area code)

Page 1 of 4 pages.

Item 5.    OTHER EVENTS

On September 30, 2003, Genome Therapeutics Corp. (“Genome”), a Massachusetts corporation, issued a press release announcing it raised approximately $9.55 million in gross proceeds through a private placement to accredited investors of approximately 3,820,000 million shares of Genome Common Stock and warrants to purchase approximately 1,910,000 million shares of Genome Common Stock. The warrants have an exercise price of $3.48 per share. A copy of the press release is attached hereto as Exhibit 99.1.

The securities issued in the private placement have not been registered under the Securities Act of 1933, as amended, and until so registered the securities may not be offered or sold in the United States absent registration or availability of an applicable exemption from registration. Pursuant to a Registration Rights Agreement, Genome is required to prepare and file with the Securities and Exchange Commission within 20 business days after the closing date, a registration statement for the purpose of registering for resale all of the shares of Genome’s Common Stock sold and issuable upon exercise of the warrants sold in the private placement.

The foregoing description of the private placement does not purport to be complete and is qualified in its entirety by reference to the Form of Subscription Agreement attached hereto as Exhibit 10.1, the Registration Rights Agreement attached hereto as Exhibit 10.2, and the form of Warrant attached hereto as Exhibit 4.1, each of which is incorporated herein by this reference.

Item 7.    Financial Statements and Exhibits.

(c)  Exhibits

4.1 Form of Warrant issued by the Company to each investor dated September 29, 2003.

10.1 Form of Subscription Agreement by and among the Company and each investor dated September 29, 2003.

10.2 Registration Rights Agreement by and among the Company and the investors named therein dated September 29, 2003.

99.1 Press Release dated September 30, 2003.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENOME THERAPEUTICS CORP.
By	/s/    STEVEN RAUSCHER
Name: Title:	Steven Rauscher     Chairman, Chief Executive Officer and President

Date: September 30, 2003

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EXHIBIT INDEX

4.1 Form of Warrant issued by the Company to each investor dated September 29, 2003.

10.1 Form of Subscription Agreement by and among the Company and each investor dated September 29, 2003.

10.2 Registration Rights Agreement by and among the Company and the investors named therein dated September 29, 2003.

99.1 Press Release dated September 30, 2003.

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EX-4.1

Exhibit 4.1

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED OR EXERCISED UNLESS AND UNTIL SUCH WARRANT AND/OR SHARES OF COMMON STOCK IS REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTIONS 4 AND 10 OF THIS WARRANT.

Warrant No. [    ] Number of Shares: [    ]

(subject to adjustment)

Date of Issuance: As of September 29, 2003

GENOME THERAPEUTICS CORP.

Common Stock Purchase Warrant

(Void after five years)

GENOME THERAPEUTICS CORP., a Massachusetts corporation (the “Company”), for value received, hereby certifies that [INVESTOR], or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time after March 29, 2004 and on or before 5:00 p.m. (Eastern time) on September 29, 2008, [NUMBER (    )] shares of Common Stock, of the Company, at a purchase price of $3.48 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.

1.    Exercise.

(a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise.

(b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above accompanied by payment in full of the Purchase Price (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.

(c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 3 business days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

(i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and

(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of remaining Warrant Shares.

2.    Adjustments.

(a) Adjustment for Stock Splits and Combinations.    If the Company shall at any time or from time to time after September 29, 2003 (the “Original Issue Date”) effect a subdivision of the outstanding Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

(b) Adjustment for Certain Dividends and Distributions.    In the event the Company at any time, or from time to time after the Original Issue Date, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction:

(1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and

(2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution;

provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefore, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

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(c) Adjustment in Number of Warrant Shares.    When any adjustment is required to be made in the Purchase Price pursuant to subsections 2(a) or 2(b), the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.

(d) Adjustments for Other Dividends and Distributions.    In the event the Company at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company (other than shares of Common Stock) or in cash or other property (other than cash out of earnings or earned surplus, determined in accordance with generally accepted accounting principles), then and in each such event provision shall be made so that the Registered Holder shall receive upon exercise hereof, in addition to the number of shares of Common Stock issuable hereunder, the kind and amount of securities of the Company and/or cash and other property which the Registered Holder would have been entitled to receive had this Warrant been exercised into Common Stock on the date of such event and had the Registered Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained any such securities receivable, giving application to all adjustments called for during such period under this Section 2 with respect to the rights of the Registered Holder.

(e) Adjustment for Mergers or Reorganizations, etc.    If there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 2(a), 2(b) or 2(d)), then, following any such reorganization, recapitalization, consolidation or merger, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, the Registered Holder had held the number of shares of Common Stock subject to this Warrant. The Company shall not effect any such reorganization, recapitalization, consolidation or merger unless prior to or simultaneously with the consummation thereof the successor company (if other than the Company) resulting from such consolidation or merger or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company, the obligation to deliver to the holder of this Warrant such shares of securities, cash or other property as, in accordance with the foregoing provisions, the Registered Holder may be entitled to purchase and the other obligations under this Warrant.

(f) Certificate as to Adjustments.    Upon the occurrence of each adjustment or readjustment of the Purchase Price pursuant to this Section 2, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Warrant shall be exercisable and the Purchase Price) and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of the Registered Holder, furnish or cause to be furnished to the Registered Holder a certificate

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setting forth (i) the Purchase Price then in effect and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the exercise of this Warrant.

3.    Fractional Shares.    The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock. The Fair Market Value per share of Common Stock shall be determined as follows:

(i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system (including, without limitation, the OTC Bulletin Board and the Pink Sheets) as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).

(ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made.

4.    Requirements for Transfer.

(a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Act”), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.

(b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, a transfer by a Registered Holder which is a limited liability company to a member of

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such limited liability company or a retired member or to the estate of any such member or retired member, or a transfer by a Registered Holder which is a member of the National Association of Securities Dealers (the “NASD”) to an officer or employee of the Registered Holder as permitted by NASD rules, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act. In no event shall the Company be required to accept any transfer which would result in there being more than five holders of record of this Warrant.

(c) Each certificate representing Warrant Shares shall bear a legend substantially in the following form:

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.”

The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or if an effective registration statement is then in effect permitting the resale of the Warrant Shares.

5.    No Impairment.    The Company will not, by amendment of its charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.

6.    Notices of Record Date, etc. In the event:

(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or

(b) of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other securities or property), or any transfer of all or substantially all of the assets of the Company, or the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or

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winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten days prior to the record date or effective date for the event specified in such notice.

7.    Reservation of Stock.    The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant.

8.    Exchange of Warrants.    Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order of such Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant.

9.    Replacement of Warrants.    Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

10.    Transfers, etc.

(a) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its or his address as shown on the warrant register by written notice to the Company requesting such change.

(b) Subject to the provisions of Section 4 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company.

(c) Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

11.    Representations of the Registered Holder.    The Registered Holder of this Warrant represents and warrants to the Company as follows:

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(a) Investment.    The Registered Holder is acquiring this Warrant and the Warrant Shares issuable upon the exercise of this Warrant, for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same, except as otherwise may be permitted under applicable securities laws.

(b) Authority.    The Registered Holder has full power and authority to enter into and to perform this Warrant in accordance with its terms. The Registered Holder has not been organized specifically for the purpose of investing in the Company.

(c) Accredited Investor.    The Registered Holder is an Accredited Investor within the definition set forth in Rule 501(a) promulgated under the Securities Act.

12.    Mailing of Notices, etc.    All notices and other communications from the Company to the Registered Holder shall be mailed by first-class certified or registered mail, postage prepaid, to the address last furnished to the Company in writing by the Registered Holder. All notices and other communications from the Registered Holder or in connection herewith to the Company shall be mailed by first-class certified or registered mail, postage prepaid, to the Company at its principal office set forth below. If the Company should at any time change the location of its principal office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and thereafter all references in this Warrant to the location of its principal office at the particular time shall be as so specified in such notice.

13.    No Rights as Stockholder.    Until the exercise of this Warrant, the Registered Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company.

14.    Change or Waiver.    Any term of this Warrant may be changed or waived only by an instrument in writing signed by the party against which enforcement of the change or waiver is sought.

15.    Section Headings.    The section headings in this Warrant are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties.

16.    Governing Law.    This Warrant will be governed by and construed in accordance with the internal laws of The Commonwealth of Massachusetts (without reference to the conflicts of law provisions thereof).

EXECUTED as of the Date of Issuance indicated above.

GENOME THERAPEUTICS CORP.

By: ___________________________

Title: __________________________

ATTEST:

_____________________________

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EXHIBIT I

PURCHASE FORM

To: _______________ Dated:______________

The undersigned, pursuant to the provisions set forth in the attached Warrant (No.     ), hereby irrevocably elects to purchase          shares of the Common Stock covered by such Warrant.

The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $            . Such payment takes the form of $             in lawful money of the United States.

Signature: ____________________

Address: _____________________

_____________________

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EXHIBIT II

ASSIGNMENT FORM

FOR VALUE RECEIVED,                                                                                                                                 hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No.     ) with respect to the number of shares of Common Stock covered thereby set forth below, unto:

Name of Assignee                                                                          Address                                                              No. of Shares

Dated: _____________________

Signature: __________________________________

Signature Guaranteed:

By: ______________________________

The signature should be guaranteed

by an eligible guarantor institution

(banks, stockbrokers, savings and

loan associations and credit unions

with membership in an approved

signature guarantee medallion

program) pursuant to Rule 17Ad-15

under the Securities Act of 1934.

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EX-10.1

Exhibit 10.1

SUBSCRIPTION AGREEMENT

Genome Therapeutics Corp.

100 Beaver Street

Waltham, MA 02453

Ladies and Gentlemen:

The undersigned subscriber (“Subscriber”) hereby tenders this Subscription Agreement (this “Agreement”) in accordance with and subject to the terms and conditions set forth herein:

1.    Subscription.

1.1.    Subscriber hereby subscribes for and agrees to purchase the number of shares (the “Shares”) of common stock, par value $.10 per share (the “Common Stock”) of Genome Therapeutics Corp., a Massachusetts corporation (the “Company”) and warrants to purchase shares of Common Stock (the “Warrants”), indicated on the signature page attached hereto at the purchase price set forth on such signature page (the “Purchase Price”). Subscriber has made or, prior to the Closing Date (as defined below), will make payment by wire transfer of funds in accordance with instructions from the Company in the full amount of the Purchase Price of the Shares and Warrants for which Subscriber is subscribing (the “Payment”).

1.2.    This Agreement is part of an offering of Shares and Warrants being conducted by Life Science Group, Inc. (the “Placement Agent”) on behalf of the Company (the “Offering”).

1.3.    Subscriber understands that it will not earn interest on any funds held by the Company prior to the date of closing of the Offering. The Placement Agent and the Company will hold the closing of the Offering (the “Closing”) to occur on or before September 29, 2003. The date of the Closing is hereinafter referred to as the “Closing Date.” Subscriber acknowledges that the Company has the obligation, subsequent to the Closing, to offer an aggregate of up to 1,408,480 Shares and 704,240 Warrants on the same terms as the Offering to the Tail Wind Fund, Ltd and Smithfield Fiduciary LLC in accordance with the terms of the Company’s Amendment, Redemption and Exchange Agreements dated June 4, 2003.

1.4.    Subscriber agrees to be bound hereby upon (i) execution and delivery to the Company of the signature page to this Agreement, (ii) written acceptance on the Closing Date by the Company of Subscriber’s subscription, which shall be confirmed by faxing to the Subscriber the signature page to this Agreement that has been executed by the Company (the “Subscription”) and (iii) fulfillment by the Company of the conditions set forth in Section 3 hereof.

1.5.    Prior to acceptance of this Agreement by the Company, Subscriber agrees that the Company and Placement Agent may, as they mutually agree in their sole and absolute discretion, reduce the size of Subscriber’s Subscription by giving notice by telephone to Subscriber; provided, however, that if Subscriber’s Subscription is so reduced, Subscriber may withdraw its

entire Subscription. Subscriber hereby irrevocably constitutes and appoints the Placement Agent and each officer of the Placement Agent, each of the foregoing acting singularly, in each case with full power of substitution, the true and lawful agent and attorney-in-fact of Subscriber, with full power and authority in Subscriber’s name, place and stead to amend this Agreement, including, in each case, Subscriber’s signature page thereto, to effect any of the foregoing provisions of this Section 1.5.

1.6.    Upon receipt by the Company from the Subscriber of the Purchase Price for the Shares and the Warrants and the Company’s acceptance of the Subscriber’s subscription in accordance with Section 1.4, a stock certificate for the Shares and a certificate for the Warrants so purchased will be issued in the name of such Subscriber, and the name of such Subscriber will be registered on the stock transfer books of the Company as the record owner of such Shares and Warrants.

2.    Offering Material. Subscriber represents and warrants that it is in receipt of and that it has carefully read the following items:

(a)    The Company’s Annual Report on Form 10-K for the period ended December 31, 2002 (the “Form 10-K”);

(b)    The Company’s Current Reports on Form 10-Q for the periods ended March 29, 2003 and June 28, 2003;

(c)    The Company’s Current Report on Form 8-K filed on August 13, 2003;

(d)    The Risk Factors set forth in the Company’s Registration Statement on Form S-3/A filed on September 12, 2003; and

(e)    All other documents filed by the Company with the Securities and Exchange Commission (the “SEC”) subsequent to the Company’s Form 10-K and prior to the Closing Date.

The documents listed in this Section 2 shall be referred to herein as the “Disclosure Documents.”

3.    Conditions to Subscriber’s Obligations.

The obligation of Subscriber to close the transaction contemplated by this Agreement (the “Transaction”) is subject to the satisfaction on or prior to the Closing Date of the following conditions set forth in Sections 3.1 through 3.4 hereof.

3.1.    The Company shall have executed this Agreement and the Registration Rights Agreement attached hereto as Exhibit A (the “Registration Rights Agreement”) and delivered the same to Subscriber.

3.2.    Subscriber shall have received copies of all documents and information which it may have reasonably requested in connection with the Offering.

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3.3.    The Company shall have caused its legal counsel to deliver to Subscriber a legal opinion in substantially the form attached hereto as Exhibit B.

3.4.    No stop order or suspension of trading shall have been imposed by the Nasdaq National Market (“Nasdaq”), the SEC, or any other governmental regulatory body with respect to public trading in shares of Common Stock of the Company.

4.    Representations and Warranties. The Company represents and warrants to Subscriber as follows:

4.1.    The Company and each of its subsidiaries are corporations duly incorporated, validly existing and in good standing under the laws of their states of incorporation, with all requisite corporate power and authority to carry on the business in which they are engaged and to own the properties they own, and the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Company and each of its subsidiaries are duly qualified and licensed to do business and are in good standing in all jurisdictions where the nature of their business makes such qualification necessary, except where the failure to be so qualified or licensed would not reasonably be expected to have a material adverse effect on the business or financial condition of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”).

4.2.    There are no legal actions or administrative proceedings or investigations instituted, or to the knowledge of the Company, threatened, against the Company that would reasonably be expected to have a Material Adverse Effect, or which concerns the transactions contemplated by this Agreement.

4.3.    The Company’s audited consolidated financial statements as of December 31, 2002, contained in the Form 10-K, including the notes contained therein, fairly present the consolidated financial position of the Company at the respective dates thereof and the results of its consolidated operations for the periods purported to be covered thereby. Such financial statements have been prepared in conformity with United States generally accepted accounting principles consistently applied with prior periods subject to any comments and notes contained therein. All liabilities, contingent and other, of the Company and its subsidiaries, are set forth in the financial statements contained in the Form 10-Q for the quarter ended June 28, 2003, excepting only liabilities incurred in the ordinary course of business subsequent to June 28, 2003, and liabilities of the type not required under generally accepted accounting principles to be reflected in such financial statements. Since June 28, 2003 there has been no material adverse change in the financial condition of the Company from the financial condition stated in such financial statements.

4.4.    Schedule 4.4 hereto sets forth the authorized capital stock of the Company, the number of shares of the Company’s capital stock issued and outstanding (prior to the issuance of the Shares), the number of shares of the Company’s capital stock issuable and reserved for issuance pursuant to the Company’s equity incentive plans, the number of shares of the Company’s capital stock issuable and reserved for issuance pursuant to securities exercisable for,

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or convertible into or exchangeable for any shares of the Company’s capital stock (prior to issuance of the Warrants) as of the Closing Date.

4.5.    The Company has, or will have prior to the Closing, taken all corporate actions necessary to duly authorize the execution of this Agreement, the Registration Rights Agreement and the issuance and delivery of the Shares and Warrants. The Company has, or will have prior to the Closing, reserved a sufficient number of shares of Common Stock for the issuance of Common Stock upon conversion of the Warrants. The Shares and Warrants are not subject to preemptive, anti-dilution or other rights of any stockholders of the Company, except as set forth in Schedule 4.5 hereto, and when issued in accordance with the terms of this Agreement and the Articles of Organization of the Company, as amended (the “Charter”), the Shares will be validly issued, fully paid and nonassessable and free and clear of all pledges, liens and encumbrances.

4.6.    Performance of this Agreement and compliance with the provisions hereof will not violate any provision of any applicable law or of the Charter or Bylaws of the Company, or of any of its subsidiaries, and, will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon, any of the properties or assets of the Company, or of any of its subsidiaries, pursuant to the terms of any indenture, mortgage, deed of trust or other agreement or instrument binding upon the Company, or any of its subsidiaries, other than such breaches, defaults or liens which would not reasonably be expected to have a Material Adverse Effect.

4.7.    On their respective dates of filing, the Disclosure Documents (a) complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC thereunder, and (b) did not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

4.8.    This Agreement and the Registration Rights Agreement have been duly executed and delivered by the Company and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy.

4.9.    Other than the filing of a Form D with the SEC and any state Blue Sky filings, which shall in each case be made prior to the Closing Date, if so required, or if not so required, as soon after the Closing Date as is reasonably practicable, no registration, authorization, approval, qualification or consent of any court or governmental authority or agency is necessary in connection with the execution and delivery of this Agreement or the offering, issuance or sale of the Shares and Warrants under this Agreement.

4.10.    The Company is not now, and after the sale of the Shares and the Warrants under this Agreement and the application of the net proceeds from the sale of the Shares and the

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Warrants will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

4.11.    Subject to the accuracy of the Subscriber’s’ representations and warranties in Section 5 of this Agreement, the offer, sale, and issuance of the Shares and the Warrants in conformity with the terms of this Agreement constitute transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) and from the registration or qualification requirements of the laws of any applicable state or United States jurisdiction.

4.12.    Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the Securities Act of the issuance of the Shares and the Warrants to the Subscriber. The issuance of the Shares and the Warrants to the Subscribers will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of the Securities Act or any applicable rules of Nasdaq.

4.13.    The Company is eligible, and will take all action required to continue to be eligible, to register the Shares and the shares of Common Stock underlying the Warrants (the “Underlying Common Stock”) for resale with the SEC on Form S-3 promulgated under the Securities Act.

4.14.    The Company owns or possesses adequate rights or licenses to use the inventions, know-how, patents, patent rights, copyrights, trademarks, trade names, licenses, trade secrets confidential information and other intellectual property rights (collectively, “Intellectual Property Rights”) necessary to conduct the business now operated by it. To the knowledge of the Company, the Company’s patents and other Intellectual Property Rights and the present activities of the Company do not infringe any patent, copyright, trademark, trade name or other proprietary rights of any third party, except where such infringement would not reasonably be expected to cause Material Adverse Effect, and there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against, the Company or its subsidiaries regarding its Intellectual Property Rights (other than as set forth in the Company’s filings under the Exchange Act). The Company has no knowledge of the material infringement of its Intellectual Property Rights by third parties. The Company and its subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of the Intellectual Property.

4.15.    The Underlying Common Shares have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company; and the shares of Common Stock issued in connection with the Subscription Agreement and the Warrants, in each case, when issued, sold and delivered against payment therefore in accordance with the provisions of the Subscription Agreement, and the Underlying Shares, when issued against payment therefore in accordance with the provisions of the Warrants, will be duly and validly issued, fully paid and non-assessable.

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5.    Subscriber Representations. Subscriber hereby represents and warrants to the Company as follows:

5.1.    Subscriber has been furnished with and has carefully read the Disclosure Documents as set forth in Section 2 hereto and is familiar with the terms of the Offering. With respect to tax and other economic considerations involved in this investment, Subscriber is not relying on the Company or the Placement Agent (or any agent or representative of any of them). Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber’s legal, tax, accounting and financial advisers the suitability of an investment in the Shares and the Warrants for Subscriber’s particular tax and financial situation.

5.2.    Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber’s attorney, accountant or other advisor(s).

5.3.    Subscriber and/or Subscriber’s advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from a person or persons acting on behalf of the Company concerning the Offering.

5.4.    Subscriber is not subscribing for the Shares and the Warrants as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar.

5.5.    Subscriber is an “accredited investor,” within the meaning of Rule 501 of Regulation D under the Securities Act (“Regulation D”). Subscriber, by reason of Subscriber’s business or financial experience or the business or financial experience of Subscriber’s professional advisers who are unaffiliated with and who are not compensated by the Company or the Placement Agent or any affiliate of either of them, directly or indirectly, can be reasonably assumed to have the capacity to protect Subscriber’s own interests in connection with the transaction. Subscriber further acknowledges that he has read the written materials provided by the Company.

5.6.    Subscriber has adequate means of providing for Subscriber’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Shares and the Warrants for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment.

5.7.    Subscriber has such knowledge and experience in financial, tax and business matters so as to enable Subscriber to use the information made available to Subscriber in connection with the Offering to evaluate the merits and risks of an investment in the Shares and the Warrants and to make an informed investment decision with respect thereto.

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5.8.    Subscriber acknowledges that the Shares, the Warrants and the Underlying Common Stock herein subscribed for have not been registered under the Securities Act or under any state securities law. Subscriber understands further that in absence of an effective Registration Statement, the Shares, the Warrants and the Underlying Common Stock can only be sold pursuant to an exemption from registration, such as Rule 144 promulgated under the Securities Act, which requires, among other conditions, that the Common Stock must be held for a minimum of one (1) year. Subscriber shall not sell or otherwise transfer the Shares, the Warrants or the Underlying Common Stock unless such subsequent disposition is pursuant to an effective registration statement under the Securities Act or is exempt from registration.

5.9.    Subscriber recognizes that investment in the Shares and the Warrants involves substantial risks. Subscriber further recognizes that no federal or state agencies have passed upon this offering of the Shares and the Warrants or made any finding or determination as to the fairness of this investment.

5.10.    Subscriber acknowledges that each certificate representing the Shares and the Underlying Common Stock shall contain a legend substantially in the following form:

THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

The foregoing legend shall be removed from the certificates representing any Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or if an effective registration statement is then in effect permitting the resale of the Shares.

5.11.    The Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Shares and the Warrants. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against such Subscriber in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy.

5.12.    No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker’s, finder’s or similar fee or commission in connection with this Subscription.

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5.13.    If Subscriber is a retirement plan or is investing on behalf of a retirement plan, Subscriber acknowledges that investment in the Shares and the Warrants poses risks in addition to those associated with other investments, including the inability to use losses generated by an investment in the Shares and the Warrants to offset taxable income.

5.14.    The information furnished by Subscriber in the subscriber questionnaire attached hereto as Exhibit C (the “Subscriber Questionnaire”) signed by Subscriber is true and accurate as of the date thereof and as of the Closing Date of the Subscription.

6.    Understandings.

6.1.    Subscriber hereby acknowledges and agrees that, upon acceptance of its Subscription by the Company in accordance with the provisions of Section 1.4, the Subscription hereunder is irrevocable and binding on Subscriber. If the Subscriber executing this Subscription Agreement is more than one natural person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns.

6.2.    The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber herein and in the Subscriber Questionnaire.

6.3.    It is understood that in order not to jeopardize the Offering’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.

6.4.    The Placement Agent will receive compensation from the Company in connection with the Offering but is not guaranteeing or assuming responsibility for the operation or possible liability of the Company, including, without limitation, compliance by the Company with the agreements entered into in connection with the Offering, and the Placement Agent will not supervise or participate in the operation or management of the Company.

6.5.    IN MAKING AN INVESTMENT DECISION, SUBSCRIBER MUST RELY ON ITS OWN EXAMINATION OF THE, COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SHARES AND THE WARRANTS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

6.6.    The Company will use its best efforts to cause the Shares to be listed on the principal national securities exchange, or included in an inter-dealer quotation system of a registered national securities association, on or in which securities of the same class or series issued by the Company are then listed or included.

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7.    Miscellaneous.

7.1.    Except as set forth elsewhere herein, any notice or demand to be given or served in connection herewith shall be deemed to be sufficiently given or served for all purposes if made in writing by hand-delivery, registered first class mail, facsimile or reputable delivery service, such as Federal Express, by overnight delivery:

If to the Company, to it at:

Genome Therapeutics Corp.

100 Beaver Street

Waltham, Massachusetts 02453

Attention: Stephen Cohen

Title: Sr. Vice President and Chief Financial Officer

Facsimile #: 781-893-8277

If to the Subscriber, to it at the address set forth on the signature page hereto.

7.2.    This Agreement shall be enforced, governed and construed in all respects in accordance with the laws of The Commonwealth of Massachusetts, without giving effect to any choice or conflict of law provision or rule of any state that would cause the application of the laws of any jurisdiction other than The Commonwealth of Massachusetts.

7.3.    Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the state courts of The Commonwealth of Massachusetts or the United States District Court located in the District of Massachusetts for the purpose of any action or claim arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby agrees not to commence any action or claim arising out of or based upon this Agreement or relating to the subject matter hereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action or claim to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Each party hereby consents to service of process in any such proceeding in any manner permitted by Massachusetts law.

7.4.    This Agreement, the Registration Rights Agreement, the Warrants and the Subscriber Questionnaire constitute the entire agreement among the parties hereto with respect to the subject matter hereof. There are no restrictions, promises, warranties or undertakings, other than those set forth herein or therein. This Agreement supercedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.

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7.5.    This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.

7.6.    This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. This Agreement may be delivered in facsimile.

7.7.    No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Company and the Subscriber. No waiver by either party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

7.8.    Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Company and the Subscriber have caused this Agreement to be duly executed as of the date first above written.

GENOME THERAPEUTICS CORP.

By:                                                          

Name:

Title:

[Subscriber]

By:                                                          

Name:

Title:

Subscriber’s Address:

___________________________

___________________________

___________________________

Facsimile #:                                         

Number of Shares of Common Stock

To Be Purchased:                     

Warrants to Purchase               

Shares of Common Stock

Purchase Price: $                      

EX-10.2

Exhibit 10.2

This REGISTRATION RIGHTS AGREEMENT is made and entered into as of September 29, 2003, by and between GENOME THERAPEUTICS CORP., a Massachusetts corporation (the “Company”), and the persons listed on Schedule 1 attached hereto (the “Securityholders”).

The Securityholders have entered into Subscription Agreements with the Company, dated as of the date hereof (the “Subscription Agreements”), in respect of the issuance and sale to the Securityholders of shares of Common Stock and Warrants (as defined below). The Company and the Securityholders deem it to be in their respective best interests to set forth the rights of the Securityholders in connection with public offerings and sales of the Registrable Securities (as hereinafter defined).

NOW, THEREFORE, in consideration of the premises and mutual covenants and obligations hereinafter set forth, the Company and the Securityholders, intending legally to be bound, hereby agree as follows.

Section 1.    Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” of any person mans any other person who either directly or indirectly is in control of, is controlled by, or is under common control with such person.

“Business Day” shall mean any Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in the City of New York or Boston are authorized by law, regulation or executive order to close.

“Common Stock” shall mean the common stock, par value $0.10 per share, of the Company.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended (or any similar successor federal statute), and the rules and regulations thereunder, as the same are in effect from time to time.

“Closing Date” shall have the meaning set forth in the Subscription Agreements among the Securityholders and the Company of even date herewith.

“Holder” shall mean a Securityholder or any transferee of all or a portion of the Registrable Securities owned by a Securityholder or Holder. For purposes of this Agreement, the Company may deem the registered holder of a Registrable Security as the Holder thereof.

“Material Development Condition” shall have the meaning set forth in Section 6(a) hereof.

“Person” shall mean an individual, partnership, corporation, limited liability company, joint venture trust or unincorporated organization, a government or agency or political subdivision thereof of any other entity.

“Prospectus” shall mean the prospectus included in any Registration Statement, as amended or supplemented by a prospectus supplement with respect to the terms of the offering of any portion of

the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus.

“Registrable Securities” shall mean (i) Common Stock issued pursuant to the Subscription Agreements and the Common Stock issuable upon exercise of the Warrants and (ii) any other securities issued or issuable as a result of or in connection with any stock dividend, stock split or reverse stock split, combination, recapitalization, reclassification, merger or consolidation, exchange or distribution in respect of such Common Stock.

“Registration Expenses” shall have the definition set forth in Section 7 hereof.

“Registration Statement” shall mean any registration statement which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included therein, all amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

“Restricted Securities” shall have the meaning set forth in Section 2 hereof.

“Rule 144” shall mean Rule 144 promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto that may be promulgated by the SEC.

“Rule 415” shall mean Rule 415 promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto that may be promulgated by the SEC.

“SEC” shall mean the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act.

“Securities Act” shall mean the Securities Act of 1933, as amended (or any similar successor federal statute), and the rules and regulations thereunder, as the same are in effect from time to time.

“Shelf Registration” shall mean the registration of Registrable Securities for sale on a continuous or delayed basis pursuant to Rule 415.

“Shelf Registration Statement” shall mean a Registration Statement on Form S-3 filed in connection with a Shelf Registration.

“Warrants” shall mean the warrants to purchase shares of Common Stock issued to the Securityholders under the Subscription Agreements.

Section 2.    Securities Subject to this Agreement. The securities entitled to the benefits of this Agreement are the Registrable Securities but, with respect to any particular Registrable Security, only so long as such security continues to be a Restricted Security. A Registrable Security that has ceased to be a Restricted Security cannot thereafter become a Registrable Security. As used herein, a “Restricted Security” is a Registrable Security which as not been effectively registered under the

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Securities Act and distributed in accordance with an effective Registration Statement and which has not been distributed by a Holder pursuant to Rule 144.

Section 3.    Shelf Registration.

(a)    Filing. The company shall prepare and file a Shelf Registration Statement with the SEC not later than twenty (20) Business Days following the Closing Date. The Shelf Registration Statement shall cover the offer and sale of the Registrable Securities by the Holders thereof in accordance with the methods of distribution elected by such Holders.

(b)    Effectiveness of Shelf Registration Statement. The Company agrees to use its reasonable best efforts to cause the Shelf Registration Statement filed pursuant to this Section 3 to become effective as promptly as practicable and thereafter to keep such Shelf Registration Statement effective continuously until the earlier of the date as of which (i) all of the Registrable Securities have been sold pursuant to the Shelf Registration Statement or (ii) the Holders are permitted to sell all of the Registrable Securities under Rule 144(k) under the Securities Act (or any similar provision then in force permitting the sale of restricted securities without limitation on the amount of securities sold or the manner of sale). The Company shall notify the Holders by facsimile notice on the same Business Day that the Shelf Registration Statement is declared effective by the SEC.

(c)    Failure to be Declared Effective. If the Shelf Registration Statement to be filed pursuant to Section 3(a) is not declared effective by December 28, 2003, the Company shall pay to each Holder holding Registrable Securities, as liquidated damages in compensation for their added risk and not as a penalty, an amount equal to .05% of the amount such Holder paid to acquire the Registrable Securities from the Company for each Business Day in the period beginning on December 28, 2003 and ending on the date the Shelf Registration Statement is declared effective.

Section 4.    Piggyback Registration. If at any time prior to the date on which the Shelf Registration Statement is declared effective the Company proposes to file a registration statement (other than a registration statement on Form S-8 or Form S-4, or their successors, or any other form for a similar limited purpose) with respect to any class of equity securities, whether for its own account or for the account of a holder of securities of the Company, then the Company shall in each case give written notice of such proposed filing to all Holders of Registrable Securities at least fifteen (15) days before the anticipated filing date of any such registration statement by the Company, and such notice shall offer to all Holders the opportunity to have any or all of the Registrable Securities held by such Holders included in such registration statement. Each Holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 4 shall so advise the Company in writing within ten (10) days after the date of receipt of such notice (which request shall set forth the amount of Registrable Securities for which registration is requested), and the Company shall use its reasonable best efforts to include in such Registration Statement all Registrable Securities so requested to be included therein. Notwithstanding the foregoing, if the managing underwriters of any such proposed public offering advises the Company in writing that the total amount or kind of securities which the Holders of Registrable Securities, the Company and any other holder of the Company’s securities intended to be included in such proposed public offering is sufficiently large to adversely affect the success of such proposed public offering, then the amount or kind of securities to be offered for the accounts of Holders of Registrable Securities shall be reduced pro rata, together with the amount or kind of securities to be offered for the accounts of any other persons requesting registration of

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securities pursuant to “piggyback” registration rights, to the extent necessary to reduce the total amount or kind of securities to be included in such proposed public offering to the amount or kind recommended by such managing underwriter or underwriters before the securities offered by the Company or any stockholder exercising its demand registration rights in such registration are so reduced. Anything to the contrary in this Agreement notwithstanding, the Company may withdraw or postpone a Registration Statement referred to in this Section 4 at any time before it becomes effective or withdraw, postpone or terminate the offering after it becomes effective without obligation to the Holder or Holders of the Registrable Securities.

Section 5.    Registration Procedures.

(a)    General. In connection with the Company’s registration obligations pursuant to Section 3 hereof, the Company will:

(i)    prepare and file with the SEC a Shelf Registration Statement and such amendments and post-effective amendments to the Shelf Registration Statement as may be (A) reasonably requested by any Securityholder (to the extent such request relates to information relating to such holder) or (B) necessary to keep such Shelf Registration Statement effective and in compliance with the Securities Act for the time periods set forth in Section 3(b);

(ii)    as promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities of the occurrence of any event, as a result of which the Prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Holder as such Holder may reasonably request;

(iii)    notify each Holder who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement on the date of receipt of any such stop order or other suspension;

(iv)    if reasonably requested by a Holder of Registrable Securities being sold, promptly incorporate in a Prospectus supplement or post-effective amendment such information as the Holders of the Registrable Securities being sold determine should be included therein relating to the sale of the Registrable Securities; and promptly make all required filings of such Prospectus supplement or post-effective amendment;

(v)    deliver to each selling Holder of Registrable Securities as many copies as may reasonably be requested of the then effective Registration Statement and any post-effective amendments thereto, including all documents incorporated therein by reference;

(vi)    deliver to each selling Holder of Registrable Securities, without charge, as many copies of the then effective Prospectus (including each prospectus subject to completion) and any amendments or supplements thereto as such Persons may reasonably request;

(vii)    register or qualify, and cooperate with the selling Holders of Registrable Securities and their respective counsel in connection with the registration or qualification of, such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as any selling Holder of Registrable Securities or underwriter reasonably requests in writing; provided, however, that the Company will not be required to (1) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, but for this paragraph (vii), (2) subject itself to general taxation in any such jurisdiction or (3) file a general consent to service of process in any such jurisdiction;

(viii)    cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends;

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(ix)    cause all outstanding Registrable Securities covered by the Registration Statement to be listed, not later than the date that the Registration Statement is declared effective by the SEC, on each securities exchange (or quotation system operated by a national securities association) on which identical securities issued by the Company are then listed;

(x)    otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC relating to such registration and the distribution of the securities being offered and make generally available to its securities holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act;

(xi)    cooperate and assist in any filings required to be made with the National Association of Securities Dealers, Inc.; and

(xii)    subject to the proviso in paragraph (vii) above, cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities (other than as may be required by the governmental agencies or authorities of any foreign jurisdiction and other than as may be required by a law applicable to a selling Holder by reason of its own activities or business other than the sale of Registrable Securities).

The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish to the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request and as is required to be included in the Shelf Registration Statement by the applicable rules and regulations of the SEC.

(b)    Suspension of Sales. Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5(a)(ii) or 5(a)(iii) such Holder will immediately discontinue disposition of Registrable Securities pursuant to the then current Prospectus until (1) such Holder is advised in writing by the Company that the Prospectus covering the offer of Registrable Securities has been amended or supplemented as contemplated by Section 5(a)(i)(B) and such Holder receives copies of such supplemented or amended Prospectus, or (2) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed. If so directed by the Company, on the happening of such event, the Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

(c)    Rule 144 Covenants. With a view to making available to the Holders the benefit of Rule 144, the Company agrees to (i) comply with the provisions of paragraph (c)(1) of Rule 144, and (ii) file with the SEC in a timely manner all reports and other documents required to be filed by the Company pursuant to Section 13 or 15(d) under the Exchange Act; and, if at any time it is not required to file such reports but in the past had been required to or did file such reports, it will, upon the request of any Holder, make available other information as required by, and so long as necessary to permit sales of, its Registrable Securities pursuant to Rule 144.

Section 6.    Blackout Periods.

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(a)    Material Development Condition. With respect to any Registration Statement filed or to be filed pursuant to Section 3, if the Company determines that, in its good faith judgment, it would (because of the existence of, or in anticipation of, any acquisition or corporate reorganization or other transaction, financing activity, stock repurchase or development involving the Company or any subsidiary, or the unavailability for reasons substantially beyond the Company’s control of any required financial statements, or any event or condition of similar significance to the Company or any subsidiary) be disadvantageous (a “Material Development Condition”) to the Company for such a Registration Statement to be maintained effective for sales of Registrable Securities, the Company shall, notwithstanding any other provisions of this Agreement, be entitled, upon the giving of a written notice (a “Delay Notice”) to such effect to any Holder of Registrable Securities, to cause the effectiveness of such Registration Statement to be suspended, until, in the good faith judgment of the Company, such Material Development Condition no longer exists (notice of which the Company shall deliver on a same day basis to any Holder of Registrable Securities with respect to which any such Registration Statement has been filed).

(b)    Limitations on Blackout Periods. Other than pursuant to the provisions of Section 6(c), the Company shall not be entitled to cause sales of Registrable Securities to cease or cause the effectiveness of any Registration Statement to be suspended pursuant to Section 6(a) for longer than either (i) one period of forty-five (45) consecutive days in any 365 day period; or (ii) two (2) periods of twenty-five (25) consecutive days in any 365 day period.

(c)    Blackout Period Defaults. If a Holder is unable to sell Registrable Securities due to delivery of a notice from the Company pursuant to Section 6(a) under the Shelf Registration Statement for more than either (i) one period of forty-five (45) consecutive days in any 365 day period; or (ii) two (2) periods of twenty-five (25) consecutive days in any 365 day period., then the Company shall pay to each such Holder for each such excess Business Day, as liquidated damages and not as a penalty, an amount equal to .05% of the amount such Holder (or the Securityholder from whom the Holder acquired such Registrable Securities) paid to acquire all of its Registrable Securities from the Company.

Section 7.    Registration Expenses. All expenses, other than underwriting discounts and commissions arising from sales of Registrable Securities, incurred in connection with registrations, filings or qualifications pursuant to Section 5, but including, without limitation, all registration, listing, and qualifications fees, printing and engraving fees, accounting fees, and the fees and disbursements of counsel for the Company, and the reasonable fees, not to exceed $5,000.00, of one firm of counsel to the holders of a majority in interest of the Registrable Securities, shall be borne by the Company (collectively, the “Registration Expenses”).

Section 8.    Indemnification.

(a)    Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the full extent permitted by law, but without duplication, each Holder of Registrable Securities, its officers, directors, trustees and each Person who controls such Holder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal fees and expenses as and when incurred) arising out of or resulting from any untrue statement or alleged untrue statement of a material fact in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement or

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Prospectus or necessary to make the statements therein (in the case of a Prospectus in light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company will also indemnify underwriters participating in the distribution, their officers, directors, employees, partners and agents, and each Person who controls such underwriters (within the meaning of the Securities Act), to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities, if so requested.

(b)    Indemnification by Holders of Registrable Securities. In connection with any Registration Statement in which a Holder of Registrable Securities is participating, each such Holder agrees severally and not jointly to indemnify and hold harmless, to the full extent permitted by law, but without duplication, the Company, its officers and directors and each Person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal fees and expenses as and when incurred) arising out of or resulting from any untrue statement of material fact in, or any omission of a material fact required to be stated in, any Registration Statement or Prospectus or necessary to make statements therein (in the case of a Prospectus in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion therein.

(c)    Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder will (i) give prompt notice to the indemnifying party of any such claim with respect to which it seeks indemnification, but the failure to so notify shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced and forfeits substantive rights and defenses by reason of such failure, and (ii) permit such indemnifying party to assume the defense of such claim with counsel of such indemnifying party’s choice, reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified Person unless (A) the indemnifying party shall have failed to assume the defense of such claim or employ counsel reasonably satisfactory to the indemnified party in a timely manner or (B) in the good faith judgment of any such Person, based upon reasonable written advice of its counsel, a conflict of interest may exist between such Person and the indemnifying party (or other Persons being represented by such counsel) with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person). The indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld). An indemnified party will be required to consent to entry of any judgment or enter in any settlement which includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect of such claim or litigation. An indemnifying party who is not entitled to, or elects not to, assume the defense of the claim will not be obligated to pay the fees and expenses of more than one counsel for all the parties indemnified hereunder by such indemnifying party with respect to such claim.

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(d)    Contribution. To the extent for any reason the indemnification provided for in Section 8(a) or Section 8(b) is unavailable to an indemnified party or insufficient to hold it harmless as contemplated by Section 8(a) and Section 8(b), then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage, or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission . The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. The obligations of the Holders in this Section 8(d) to contribute shall be several in proportion to the percentage of Registrable Securities registered by them and not joint. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentations.

(e)    Limitation of Liability. Notwithstanding paragraph (b) above, in no event shall the liability of a Holder of Registrable Securities, pursuant to paragraph (b) above, be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder and the amount of any damages such holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities sold under the Registration Statement in transactions giving rise to such indemnification obligation. Notwithstanding paragraph (d) above, in no event shall the contribution obligation of a Holder of Registrable Securities, pursuant to paragraph (d) above, be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such holder and the amount of any damages such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

(f)    Survival. The terms of this Section 8 shall survive the termination of this Agreement.

Section 9.    Amendments and Waivers. The provisions of this Agreement, including the provisions of this Section 9, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of at least a majority of the Registrable Securities (on a Common Stock equivalent basis) then outstanding.

Section 10.    Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, facsimile, or reputable overnight delivery service such as Federal Express:

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(a)    If to a Holder of Registrable Securities, at the most current address or fax number given by such Holder to the Company, in accordance with the provisions of this Section 10, which address initially is, with respect to such Holder, listed on Schedule 1 attached hereto.

(b)    If to the Company, initially at 100 Beaver Street, Waltham, Massachusetts 02453, Attention: Chief Financial Officer or (781) 893-8277 and thereafter at such other address or fax number as may be designated from time to time by notice given in accordance with the provisions of this Section 10, with a copy (which shall not constitute notice) to Ropes & Gray, One International Place, Boston, Massachusetts 02110, Attention: Patrick O’Brien, Esq.

(c)    All such notices and other communications shall be deemed to have been delivered and received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of delivery service, on the Business Day after the date when sent (iii) in the case of mailing, on the third Business Day following such mailing, and (iv) in the case of facsimile, upon receipt of a confirmation of complete transmittal, provided that any facsimile sent after 5:00 p.m. shall be treated as being sent on the next following Business Day.

Section 11.    Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, including without limitation and without the need for an express assignment to subsequent Holders of the Registrable Securities who cannot freely transfer their shares in the absence of registration under the Securities Act.

Section 12.    Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Agreement may be delivered in facsimile.

Section 13.    Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

Section 14.    Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to the principles of the conflict of laws thereof.

Section 15.    Jurisdiction; Forum. Each party hereto consents and submits to the jurisdiction of any state court sitting in Suffolk County or federal court sitting in Boston in the District of Massachusetts in connection with any dispute arising out of or relating to this Agreement. Each party hereto waives any objection to the laying of venue in such courts and any claim that any such action has been brought in an inconvenient forum. To the extent permitted by law, any judgment in respect of a dispute arising out of or relating to this Agreement may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of such judgment being conclusive evidence of the fact and amount of such judgment. Each party hereto agrees that the personal service of process may be effected by any of the means specified in Section 10, addressed to such party. The foregoing shall not limit the rights of any party to serve process in any other manner permitted by law.

Section 16.    Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is being held invalid, illegal or unenforceable, the

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validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

Section 17.    Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

GENOME THERAPEUTICS CORP.
By:
	Name: Title:

THE SECURITYHOLDERS:
[                                                                                      ]
By:
	Name: Title:
[                                                                                      ]
By:
	Name: Title:
[                                                                                      ]
By:
	Name: Title:
[                                                                                      ]
By:
	Name: Title:

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EX-99.1

Exhibit 99.1

Contacts:

Christopher Taylor

Investor Relations

781-398-2466

Sarah Emond

Media Relations

781-398-2544

For Immediate Release

Genome Therapeutics Announces $9.55 Million Private Placement Financing

Waltham, Mass., September 30, 2003 – Genome Therapeutics (Nasdaq: GENE) today announced that it has raised $9.55 million in gross proceeds (approximately $9 million in net proceeds after expenses) through a private placement of common stock. Approximately 3.8 million new shares of Genome Therapeutics common stock have been issued to several new institutional shareholders, led by Domain Public Equity Partners, L.P.

“The support and confidence of the respected institutional investors participating in this financing provides us with the ability to accelerate and expand our ongoing clinical studies for our lead product candidate, Ramoplanin,” said Steven M. Rauscher, Chairman and Chief Executive Officer.

As part of the transaction, investors also received warrants to purchase 1.9 million shares at an exercise price of $3.48 per share. The warrants remain exercisable for a period of five years. Certain existing investors have the right to purchase an additional 1.4 million shares on the same terms as the shares sold in this private placement. Life Science Group, an investment banking firm focused exclusively on the healthcare field, acted as placement agent.

The securities issued in the private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration under the Securities Act and applicable state securities laws or an applicable exemption from those registration requirements. Genome Therapeutics has agreed to file a registration statement with the Securities and Exchange Commission to register the resale of the shares of common stock issued in the private placement, as well as the shares of common stock issuable upon the exercise of the warrants issued in the private placement.

This notice shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities of Genome Therapeutics.

About Ramoplanin

Genome Therapeutics’ lead product candidate, Ramoplanin, is an investigational new drug in clinical development for the prevention, treatment and control of serious hospital-based infections. The Company licensed the North American rights to Ramoplanin from Vicuron Pharmaceuticals. Ramoplanin has Fast Track status from the FDA and is currently in a Phase III clinical trial for the prevention of VRE bloodstream infections and in a Phase II study for treating Clostridium difficile-associated diarrhea (CDAD). Existing preclinical data suggest Ramoplanin may have potential in controlling several antibiotic-resistant, Gram-positive bacteria such as vancomycin-resistant enterococci (VRE), methicillin-resistant Staphylococcus aureus and

Financing

September 30, 2003

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vancomycin-resistant Staphylococcus aureus. The antibiotic has also been shown to be bactericidal in vitro against Clostridium difficile. In a Phase II study, Ramoplanin was shown to be highly effective at decolonizing patients carrying VRE in their gastrointestinal (GI) tracts. A pilot study is also underway examining Ramoplanin’s potential role in controlling the spread of nosocomial bacteria.

About Genome Therapeutics

Genome Therapeutics is a biopharmaceutical company focused on the discovery and development of pharmaceutical products for specialty markets. The Company’s lead product candidate, Ramoplanin, is in development for the prevention, treatment and control of serious hospital-based infections. Ramoplanin is currently in a Phase III clinical trial for the prevention of bloodstream infections caused by vancomycin-resistant enterococci (VRE), and in a Phase II clinical trial for the treatment of Clostridium difficile-associated diarrhea (CDAD). Genome Therapeutics’ biopharmaceutical portfolio also includes seven major product discovery and development alliances with pharmaceutical companies including Amgen, AstraZeneca, bioMérieux, Schering-Plough and Wyeth.

This news release may contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent our management’s judgment regarding future events. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “expect,” “intend,” “anticipate,” “estimate,” and similar words, although some forward-looking statements are expressed differently. We do not plan to update these forward-looking statements. You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of risks affecting our business. These risk factors include risks related to our lead product candidate, Ramoplanin, such as (i) our inability to obtain regulatory approval to commercialize Ramoplanin due to negative, inconclusive or insufficient clinical data and (ii) delays in the progress of our clinical trials for Ramoplanin, and increased cost, due to the pace of enrollment of patients in the trials or fluctuations in the infection rate of enrolled patients. We are also subject to risks related to our inability or the inability of our alliance partners to (i) successfully develop products based on our genomics information, (ii) obtain the necessary regulatory approval for such products, (iii) effectively commercialize any products developed before our competitors are able to commercialize competing products or (iv) obtain and enforce intellectual property rights. In addition, we are subject to the risk factors set forth in Exhibit 99.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 and those set forth in other filings that we may make with the Securities and Exchange Commission from time to time.

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