DELIVERY OF MATERIALS CONTAINING CONFIDENTIAL INFORMATION, OR IN ANY OTHER FORM
NOW KNOWN OR HEREAFTER INVENTED.
THE TERMS OF THIS AGREEMENT SHALL BE THE
CONFIDENTIAL INFORMATION OF BOTH PARTIES.
(EE)
"CONTROL" AND, WITH CORRELATIVE MEANINGS, THE TERMS
"CONTROLLED BY" AND "UNDER COMMON CONTROL WITH," MEANS (I) THE POWER TO DIRECT
OR CAUSE THE DIRECTION OF THE MANAGEMENT OR POLICIES OF A PERSON, WHETHER
THROUGH THE OWNERSHIP OF VOTING SECURITIES, BY CONTRACT, RESOLUTION, REGULATION
OR OTHERWISE OR (II) THE OWNERSHIP, DIRECTLY OR INDIRECTLY, OF MORE THAN FIFTY
PERCENT (50%) OF THE VOTING SECURITIES OR OTHER OWNERSHIP INTEREST OF A PERSON
(OR, WITH RESPECT TO A LIMITED PARTNERSHIP OR OTHER SIMILAR ENTITY, ITS GENERAL
PARTNER OR CONTROLLING ENTITY).
(FF)
"COST OF GOODS" MEANS (I) WITH RESPECT TO PRODUCT SOLD IN
CALENDAR YEAR 2008 OR 2009, THAT CERTAIN AMOUNT TO BE USED AS THE COST OF GOODS
FOR PURPOSES OF THIS AGREEMENT FOR SUCH PERIOD PER ONE (1) GRAM VIAL OF PRODUCT
OR PER FIVE HUNDRED (500) MILLIGRAM VIAL, AS APPLICABLE, AS SUCH AMOUNT WAS
SPECIFIED IN THAT CERTAIN LETTER DATED AS OF JUNE 30, 2008 PROVIDED BY
ASTRAZENECA TO CUBIST ON THE EFFECTIVE DATE, OR (II) WITH RESPECT TO EACH
CALENDAR YEAR COMMENCING WITH CALENDAR YEAR 2010, THE STANDARD COST OF GOODS FOR
THE PRODUCT FOR SUCH CALENDAR YEAR, AS SUCH STANDARD COST OF GOODS IS
ESTABLISHED BY ASTRAZENECA IN ACCORDANCE WITH ITS STANDARD OPERATING PROCEDURES,
WHICH STANDARD COST SHALL BE ASTRAZENECA'S GOOD FAITH ESTIMATE OF []*.
(GG)
"CRITICAL CARE PRESCRIBER" MEANS A PHYSICIAN WHO IS AN
INTENSIVIST, PULMONOLOGIST OR CRITICAL CARE PHYSICIAN OR OTHER PHYSICIAN WHO
PRACTICES, IS EMPLOYED BY OR OTHERWISE PROVIDES SERVICES IN THE CRITICAL CARE
DEPARTMENT OF A CRITICAL CARE TARGET ACCOUNT.
(HH)
"CRITICAL CARE TARGET ACCOUNTS" MEAN THOSE CERTAIN ACUTE CARE
INSTITUTIONS IDENTIFIED ON THAT CERTAIN LIST OF CRITICAL CARE ACCOUNTS PROVIDED
BY CUBIST IN ELECTRONIC FORM TO ASTRAZENECA ON THE EFFECTIVE DATE, AS SUCH LIST
MAY BE AMENDED FROM TIME TO TIME IN ACCORDANCE WITH THIS AGREEMENT.
(II)
"CSD" MEANS A CLINICAL SCIENCE DIRECTOR PRIMARILY FOCUSED
ON INFECTIOUS DISEASES AND THERAPEUTIC AREAS RELATED THERETO IN THE TERRITORY
(I) EMPLOYED BY CUBIST
*Confidential Treatment Requested.
Omitted portions filed separately with the
Commission.
9
OR ITS AFFILIATE, (II) WHOM CUBIST OR ITS AFFILIATE HAS HIRED USING ITS OWN
RECRUITING AND HIRING STANDARDS AND (III) WHO SATISFIES THE HIRING PROFILE FOR
CLINICAL SCIENCE DIRECTORS.
(JJ)
"CSD ACTIVITIES" MEANS THOSE ACTIVITIES WITH RESPECT TO THE
PRODUCT IN THE TERRITORY TO BE PERFORMED BY CSDS PURSUANT TO THIS AGREEMENT,
INCLUDING THOSE RESPONSIBILITIES OF THE CSDS DESCRIBED IN EXHIBIT C.
(KK)
"CSD FORCE" MEANS ALL OF THE CSDS AND THEIR DIRECT
SUPERVISORS, MANAGERS AND TRAINERS, IN EACH CASE WHO ARE EMPLOYED BY CUBIST OR
ITS AFFILIATE.
(LL)
"CSD MATERIALS" HAS THE MEANING ASCRIBED TO SUCH TERM IN
SECTION 3.2(B).
(MM)
"CSD TRAINING MATERIALS" MEANS THE INITIAL CSD TRAINING
MATERIALS AND ANY UPDATES OR SUPPLEMENTS THERETO PROVIDED BY ASTRAZENECA OR ITS
AFFILIATES TO CUBIST PURSUANT TO SECTION 4.2(E).
(NN)
"CUBICIN" MEANS