THE PARTIES SHALL MODIFY THE INITIAL SALES TRAINING PLAN TO
PROVIDE FOR TRAINING OF THE REPRESENTATIVES OF THE SALES FORCE WHO ARE OR WILL
BE DETAILING THE PRODUCT IN THE TERRITORY USING SUCH TRAINING MATERIALS WITHIN A
REASONABLE TIME PERIOD.
CUBIST SHALL ENSURE THAT THE REPRESENTATIVES DETAILING
THE PRODUCT ARE TRAINED USING SUCH TRAINING MATERIALS AND SHALL USE REASONABLE
EFFORTS TO ENSURE THAT SUCH REPRESENTATIVES ARE TRAINED WITHIN THE TIME PERIOD
SET FORTH IN THE INITIAL SALES TRAINING PLAN, WHICH PLAN SHALL BE AMENDED BY
MUTUAL WRITTEN AGREEMENT OF THE ALLIANCE MANAGERS TO ESTABLISH A REASONABLE TIME
PERIOD DURING WHICH SUCH TRAINING WILL BE COMPLETED, TAKING ACCOUNT OF CUBIST'S
REGULARLY SCHEDULED TRAINING MEETINGS.
(IN THE EVENT THE PARTIES DO NOT REACH
AGREEMENT ON AMENDMENT TO THE PLAN, CUBIST SHALL ENSURE THAT SUCH TRAINING
OCCURS WITHIN A REASONABLE TIME PERIOD AFTER THE DATE ON WHICH ASTRAZENECA
PROVIDES THE TRAINING MATERIALS.)
(F)
UPON ASTRAZENECA'S REASONABLE REQUEST AND WITH REASONABLE ADVANCE
NOTICE, ASTRAZENECA MAY, AT ITS OWN EXPENSE, HAVE ASTRAZENECA'S VICE PRESIDENT
OF GI AND INFECTIOUS DISEASE, ASTRAZENECA'S BRAND DIRECTOR FOR THE PRODUCT, AND
ASTRAZENECA'S COMMERCIAL BRAND LEADER FOR THE PRODUCT, ASTRAZENECA'S ALLIANCE
MANAGER, AND SUCH OTHER PERSONS DESIGNATED BY ASTRAZENECA AS MAY BE APPROVED BY
CUBIST (SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD), OBSERVE CUBIST'S SALES
FORCE TRAINING MEETINGS RELATING TO THE PRODUCT, IF ANY.
TO THE EXTENT PROVIDED
IN THE INITIAL SALES TRAINING PLAN, ASTRAZENECA SHALL, AT ITS OWN EXPENSE, CAUSE
ITS APPLICABLE PERSONNEL TO PARTICIPATE IN CUBIST'S SALES FORCE TRAINING
MEETINGS RELATING TO THE PRODUCT (OTHER THAN THE NATIONAL SALES MEETING, WHICH
IS THE SUBJECT OF SECTION 4.1(D)).
(G)
IN THE EVENT THAT CUBIST DESIRES TO CONDUCT ANY TRAINING OF ITS
SALES FORCE SPECIFICALLY WITH RESPECT TO THE PRODUCT USING ANY TRAINING
MATERIALS OTHER THAN THE SALES TRAINING MATERIALS, CUBIST SHALL OBTAIN THE
APPROVAL OF ASTRAZENECA OF THE TRAINING MATERIALS TO BE USED IN CONNECTION WITH
SUCH TRAINING PRIOR TO CONDUCTING SUCH TRAINING; PROVIDED THAT ASTRAZENECA SHALL
REVIEW SUCH TRAINING MATERIALS AND NOTIFY CUBIST WITHIN A REASONABLE PERIOD OF
TIME AS TO WHETHER OR NOT ASTRAZENECA APPROVES SUCH TRAINING MATERIALS (AND IF
ASTRAZENECA DOES NOT APPROVE ANY SUCH TRAINING MATERIALS, SUCH NOTICE SHALL
INCLUDE THE REASON FOR SUCH NON-APPROVAL).
THE FOREGOING SHALL NOT REQUIRE
CUBIST TO OBTAIN ANY CONSENT TO GENERALLY TRAIN THE SALES FORCE IN A MANNER
CONSISTENT WITH CUBIST'S BUSINESS POLICIES OR PAST PRACTICES (TO THE EXTENT
CONSISTENT WITH APPLICABLE LAW AND THIS AGREEMENT).
*Confidential Treatment Requested.
Omitted portions filed separately with the
Commission.
35
(H)
ASTRAZENECA SHALL ENSURE THAT ALL SALES TRAINING MATERIALS COMPLY
WITH APPLICABLE LAW AND ASTRAZENECA'S APPLICABLE BUSINESS POLICIES (TO THE
EXTENT CONSISTENT WITH APPLICABLE LAW AND THIS AGREEMENT).
CUBIST SHALL ENSURE
THAT TRAINING MATERIALS PROVIDED BY CUBIST (FOR CLARITY, OTHER THAN THE SALES
TRAINING MATERIALS) TO TRAIN THE REPRESENTATIVES WITH RESPECT TO THE PRODUCT
COMPLY WITH APPLICABLE LAW AND THE BUSINESS POLICIES (TO THE EXTENT CONSISTENT
WITH APPLICABLE LAW AND THIS AGREEMENT).
4.2
CSD Training.
(A)
CUBIST SHALL ENSURE THAT EACH