Exhibit 10.56
CONFIDENTIAL TREATMENT
FIFTH AMENDMENT TO THE
COMMERCIAL SERVICES AGREEMENT
This Fifth Amendment to the Commercial Services Agreement (this "Fifth
Amendment") is made this 16th day of October, 2009 (the "Amendment Effective
Date"), by and between ASTRAZENECA PHARMACEUTICALS LP, a Delaware limited
partnership ("AstraZeneca"), and CUBIST PHARMACEUTICALS, INC., a Delaware
corporation ("Cubist").
WHEREAS, AstraZeneca and Cubist previously entered into that certain Commercial
Services Agreement between AstraZeneca and Cubist, dated as of July 1, 2008 (as
amended as of February 26, 2009, May 20, 2009, September 30, 2009 and
October 15, 2009, the "Agreement"); and
WHEREAS, AstraZeneca and Cubist desire to amend certain provisions of the
Agreement relating to the CSD Activities and to amend certain exhibits to the
Agreement; and
NOW THEREFORE, in consideration of the premises and the mutual covenants set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1.
REQUESTS FOR MEDICAL INFORMATION.
THE
AGREEMENT IS HEREBY AMENDED SO THAT SECTION 3.8(A) IS DELETED IN ITS ENTIRETY
AND REPLACED WITH THE FOLLOWING:
"NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR THE BUSINESS POLICIES TO THE
CONTRARY, NO PROGRAM EMPLOYEE MAY RESPOND TO OR OTHERWISE COMMUNICATE WITH ANY
TARGET PRESCRIBER OR OTHER THIRD PARTY WITH RESPECT TO ANY OFF-LABEL INFORMATION
[]*."
2.
SPECIFIC CUBIST BUSINESS POLICIES.
EXHIBIT B-1 TO THE AGREEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING STANDARD
BUSINESS PROCEDURE AND COACHING SHEET:
[]*
3.
CSD ACTIVITIES.
EXHIBIT C TO THE
AGREEMENT IS HEREBY AMENDED SO THAT THE FOLLOWING LANGUAGE IS ADDED AFTER THE
LAST SENTENCE OF SECTION 2 ("[]*"):
"[]*."
4.
DEFINITIONS.
ALL TERMS USED, BUT NOT
DEFINED, IN THIS FIFTH AMENDMENT SHALL HAVE THE RESPECTIVE MEANINGS SET FORTH IN
THE AGREEMENT.
5.
CONSTRUCTION.
THE PRINCIPLES SET FORTH
IN SECTION 1.2 OF THE AGREEMENT SHALL APPLY TO THIS FIFTH AMENDMENT.
*Confidential Treatment Requested.
Omitted portions filed with the Securities
and Exchange Commission (the "Commission").
6.
EFFECTIVE DATE; INCORPORATION OF TERMS;
CONTINUING EFFECT.
THIS FIFTH AMENDMENT SHALL BE DEEMED EFFECTIVE FOR ALL
PURPOSES AS OF THE AMENDMENT EFFECTIVE DATE.
THE AMENDMENT SET FORTH IN THIS
FIFTH AMENDMENT SHALL BE DEEMED TO BE INCORPORATED IN, AND MADE A PART OF, THE
AGREEMENT, AND THE AGREEMENT AND THIS FIFTH AMENDMENT SHALL BE READ, TAKEN AND
CONSTRUED AS ONE AND THE SAME AGREEMENT (INCLUDING WITH RESPECT TO THE
PROVISIONS SET FORTH IN ARTICLE XVI (MISCELLANEOUS) OF THE AGREEMENT WHICH
SHALL, AS APPLICABLE, BE DEEMED TO APPLY TO THIS FIFTH AMENDMENT (INCLUDING WITH
RESPECT TO THE GOVERNING LAW)).
EXCEPT AS OTHERWISE EXPRESSLY AMENDED BY THIS
FIFTH AMENDMENT, THE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT IN
ACCORDANCE WITH ITS TERMS AND CONDITIONS.
7.
COUNTERPARTS.
THIS FIFTH AMENDMENT MAY
BE EXECUTED SIMULTANEOUSLY IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE
DEEMED AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
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*Confidential Treatment Requested.
Omitted portions filed with