ASTRAZENECA HOUSEMARKS.
(AAAAA)
"PROGRAM" MEANS (I) THE PROGRAM OF PROMOTION, INCLUDING DETAILS,
TO BE CONDUCTED BY CUBIST DURING THE TERM IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT AND (II) THE CSD ACTIVITIES.
(BBBBB)
"PROGRAM COMMENCEMENT DATE" MEANS JULY 21, 2008.
(CCCCC)
"PROGRAM EMPLOYEES" MEANS ALL MEMBERS OF THE SALES FORCE AND THE
CSD FORCE AND ALL OTHER EMPLOYEES OF CUBIST DIRECTLY ENGAGED IN THE PERFORMANCE
OF CUBIST'S OBLIGATIONS HEREUNDER.
(DDDDD)
"PROMOTION" MEANS THOSE ACTIVITIES NORMALLY UNDERTAKEN BY A
PHARMACEUTICAL COMPANY'S SALES FORCE AND ITS SUPERVISORS AND MANAGERS, TO
IMPLEMENT MARKETING PLANS AND STRATEGIES AIMED AT ENCOURAGING THE APPROPRIATE
USE OR SALE OF A PARTICULAR PRESCRIPTION OR OTHER PHARMACEUTICAL PRODUCT,
INCLUDING DETAILING.
WHEN USED AS A VERB, "PROMOTE" MEANS TO ENGAGE IN SUCH
ACTIVITIES.
*Confidential Treatment Requested.
Omitted portions filed separately with the
Commission.
15
(EEEEE)
"PROMOTIONAL MATERIALS" MEANS (I) ALL WRITTEN, PRINTED,
ELECTRONIC AND GRAPHIC MATERIALS, OTHER THAN PRODUCT LABELS AND INSERTS,
PROVIDED BY ASTRAZENECA OR ITS AFFILIATE TO CUBIST IN ACCORDANCE WITH THIS
AGREEMENT FOR USE BY REPRESENTATIVES DURING DETAILS, INCLUDING REMINDER ITEMS
AND MATERIALS USED IN THE CUBIST SPEAKER PROGRAMS (I.E., THE SLIDE DECKS) AND
THE INITIAL PROMOTIONAL MATERIALS, AND (II) ANY COPIES, IN ANY FORM, OF ANY OF
THE FOREGOING MADE BY CUBIST IN ACCORDANCE WITH THE AGREEMENT.
(FFFFF)
"PROMOTION PLAN" MEANS THAT CERTAIN PROMOTION PLAN SET FORTH
ON EXHIBIT M, AS SUCH PLAN IS MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THIS
AGREEMENT.
(GGGGG)
"PUBLIC ANNOUNCEMENT" MEANS PUBLIC ANNOUNCEMENTS, PRESS RELEASES,
INVESTOR CALLS, OR ADVERTISING, RECRUITING AND OTHER PUBLIC DOCUMENTS.
(HHHHH)
"QUARTERLY AMOUNT DUE" HAS THE MEANING ASCRIBED TO SUCH TERM IN
EXHIBIT A.
(IIIII)
"QUARTERLY BASELINE SALES" HAS THE MEANING ASCRIBED TO SUCH
TERM IN SECTION 6.1(A).
(JJJJJ)
"RECEIVING PARTY" MEANS THE PARTY RECEIVING OR HAVING ACCESS
TO CONFIDENTIAL INFORMATION OF THE OTHER PARTY.
(KKKKK)
"RECIPIENTS" HAS THE MEANING ASCRIBED TO SUCH TERM IN
SECTION 12.1.
(LLLLL)
"REPRESENTATIVE" MEANS A SALES REPRESENTATIVE PRIMARILY
FOCUSED ON INFECTIOUS DISEASES AND THERAPEUTIC AREAS RELATED THERETO IN THE
TERRITORY EMPLOYED BY CUBIST OR ANY OF ITS AFFILIATES AND WHOM CUBIST OR SUCH
AFFILIATE HAS HIRED USING ITS OWN RECRUITING AND HIRING STANDARDS AND WHO
SATISFIES THE HIRING PROFILE FOR SALES REPRESENTATIVES AND WHO HAS COMPLETED THE
INITIAL SALES TRAINING PROGRAM.
FOR THE AVOIDANCE OF DOUBT, THE DEFINITION OF
REPRESENTATIVES EXCLUDES CSDS.
CUBIST'S REGIONAL ACCOUNT MANAGERS (I.E., SALES
REPRESENTATIVES WHO WORK PRIMARILY IN THE OUTPATIENT SETTING) ARE HEREBY
EXCLUDED FROM (I) THE DEFINITION OF REPRESENTATIVES AND (II) THE TERM "SALES
REPRESENTATIVES," AS SUCH TERM IS USED IN THIS AGREEMENT.
(MMMMM)
"ROYALTIES" MEANS ANY ROYALTIES OR OTHER AMOUNTS DUE AS CONSIDERATION
FOR A LICENSE OR OTHER GRANT OF INTELLECTUAL PROPERTY RIGHTS PAYABLE BY
ASTRAZENECA OR ANY OF ITS AFFILIATES IF AND TO THE EXTENT THAT SUCH LICENSE OR
GRANT OF RIGHTS IS NECESSARY OR REASONABLY USEFUL TO MAKE, HAVE MADE, USE,
IMPORT, SELL OR OFFER FOR SALE THE PRODUCT IN THE TERRITORY, []* WITH RESPECT TO
THE SALE OF THE PRODUCT IN THE TERRITORY.
(NNNNN)
"SALES FORCE"