separately with the
Commission.
21
OR ITS AFFILIATES, IN CONNECTION WITH ANY INTERACTIONS WITH THIRD PARTIES WITH
RESPECT TO THE PRODUCT, CUBIST, IN ITS DISCRETION AND AT ITS SOLE EXPENSE, MAY
DEVELOP AND PROVIDE SCIENTIFIC ARTICLE REPRINTS, SLIDE PRESENTATIONS AND SUCH
OTHER MATERIALS AS CUBIST MAY []* CONSISTENT WITH APPLICABLE LAW AND (TO THE
EXTENT CONSISTENT WITH APPLICABLE LAW AND THIS AGREEMENT) THE BUSINESS POLICIES
(SUCH MATERIALS, THE "CUBIST CSD MATERIALS" AND, TOGETHER WITH THE ASTRAZENECA
CSD MATERIALS, THE "CSD MATERIALS").
IN NO EVENT SHALL ANY CUBIST CSD MATERIALS
BE DISTRIBUTED TO ANY THIRD PARTY IN CONNECTION WITH THE PERFORMANCE OF THE
CUBIST PROGRAM ACTIVITIES UNLESS SUCH CUBIST CSD MATERIALS HAVE BEEN APPROVED IN
WRITING BY ASTRAZENECA FOR DISTRIBUTION TO THIRD PARTIES (EXCEPT IF AND TO THE
EXTENT THAT CUBIST IS REQUIRED BY APPLICABLE LAW TO DISTRIBUTE SUCH MATERIALS TO
THIRD PARTIES).
CUBIST SHALL ENSURE THAT ALL CUBIST CSD MATERIALS COMPLY WITH
APPLICABLE LAW AND THE BUSINESS POLICIES (TO THE EXTENT CONSISTENT WITH
APPLICABLE LAW AND THIS AGREEMENT).
(C)
THE CSDS SHALL NOT USE ANY WRITTEN, PRINTED, ELECTRONIC OR
GRAPHIC MATERIAL IN THEIR PERFORMANCE OF THE CSD ACTIVITIES IN SUBSTANTIVE
INTERACTIONS WITH A THIRD PARTY WITH RESPECT TO THE PRODUCT OTHER THAN THE CSD
MATERIALS.
(D)
IF REASONABLY REQUESTED BY ASTRAZENECA, AND ONLY IF AND TO THE
EXTENT REASONABLY REQUIRED BY ASTRAZENECA TO COMPLY WITH APPLICABLE LAW
(INCLUDING COMPLYING WITH ASTRAZENECA'S ADVERSE EVENT REPORTING OBLIGATIONS
UNDER APPLICABLE LAW), CUBIST SHALL PROVIDE TO ASTRAZENECA AN IDENTIFYING NUMBER
FOR EACH CSD (BUT NOT THE CSD NAMES OR ANY OTHER PERSONALLY IDENTIFIABLE
INFORMATION OF THE CSDS) AND TO THE EXTENT THAT CUBIST HAS SUCH INFORMATION, []*
WITH RESPECT TO THE CSDS, WHICH LIST AND INFORMATION SHALL BE UPDATED FROM TIME
TO TIME TO ACCOUNT FOR CSD TURNOVER.
FOR THE AVOIDANCE OF DOUBT, AND WITHOUT
LIMITING ARTICLE XII, ANY SUCH BACKGROUND INFORMATION WITH RESPECT TO ANY MEMBER
OF THE CSD FORCE PROVIDED TO ASTRAZENECA PURSUANT TO THIS SECTION 3.2(D) IS THE
CONFIDENTIAL INFORMATION OF CUBIST, AND ASTRAZENECA SHALL LIMIT DISCLOSURE OF
SUCH CONFIDENTIAL INFORMATION RELATING TO ANY MEMBER OF THE CSD FORCE TO ONLY
THOSE EMPLOYEES OF ASTRAZENECA WHO HAVE A NEED TO KNOW SUCH INFORMATION FOR
PURPOSES OF COMPLIANCE WITH ASTRAZENECA'S REPORTING AND OTHER OBLIGATIONS UNDER
APPLICABLE LAW.
UPON REQUEST, ASTRAZENECA SHALL PROVIDE CUBIST WITH A LIST OF
ALL OF ASTRAZENECA'S EMPLOYEES WHO HAVE RECEIVED OR OTHERWISE HAD ACCESS TO, OR
ARE ANTICIPATED TO RECEIVE OR OTHERWISE HAVE ACCESS TO, ANY SUCH CONFIDENTIAL
INFORMATION.
3.3
Speaker Programs.
(A)
CUBIST, []* IMPLEMENT PROMOTIONAL SPEAKER PROGRAMS CONCERNING
THE PRODUCT (INCLUDING THROUGH A THIRD PARTY VENDOR AS SET FORTH BELOW IN THIS
SECTION 3.3(A)) ("CUBIST SPEAKER PROGRAMS").
THE CUBIST SPEAKER PROGRAMS MAY BE
DIRECTED TO []*.
AT LEAST ONE REPRESENTATIVE SHALL ATTEND EACH CUBIST SPEAKER
PROGRAM.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN, THE PARTIES ACKNOWLEDGE AND
AGREE THAT CUBIST SHALL HAVE THE RIGHT TO IMPLEMENT CUBIST SPEAKER PROGRAMS
THROUGH A THIRD PARTY VENDOR THAT IS REASONABLY ACCEPTABLE TO ASTRAZENECA.
[]*.
(B)
THE DEVELOPMENT, APPROVAL AND IMPLEMENTATION OF