AND
DURING THE TERM.
ASTRAZENECA SHALL UPDATE SUCH WEBSITE(S), []*, SO THAT SUCH
WEBSITE(S) ARE CONSISTENT WITH THE []*.
CUBIST SHALL HAVE THE RIGHT AT ITS
OPTION TO INCLUDE A HYPERLINK TO SUCH WEBSITE ADDRESSES FOR THE PRODUCT ON
CUBIST'S WEBSITE IN A FORM AND MANNER THAT SHALL BE MUTUALLY AGREED UPON BY THE
PARTIES (SUCH AGREEMENT NOT TO BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED)
AND SUBJECT TO AZAP REVIEW TEAM REVIEW []*.
3.14
Orders for Product; Terms of Sale and other Contracting Matters.
(A)
ASTRAZENECA SHALL HAVE THE SOLE RESPONSIBILITY AND RIGHT TO FILL
ORDERS WITH RESPECT TO THE PRODUCT.
CUBIST SHALL NOT TAKE ORDERS FOR THE
PRODUCT, BUT IF FOR ANY REASON CUBIST SHOULD RECEIVE SALES ORDERS FOR THE
PRODUCT, CUBIST SHALL PROMPTLY FORWARD SUCH ORDERS TO ASTRAZENECA.
SUBJECT TO
ASTRAZENECA'S OBLIGATION SET FORTH IN THE SECOND SENTENCE OF SECTION 3.13(A),
ALL ORDERS FOR THE PRODUCT SHALL BE SUBJECT TO ASTRAZENECA'S ACCEPTANCE, IN ITS
SOLE DISCRETION, AND ASTRAZENECA MAY CANCEL ANY ORDER FOR THE PRODUCT, OR ANY
PART THEREOF, AT ANY TIME AFTER ACCEPTANCE WITHOUT THEREBY INCURRING ANY
LIABILITY TO CUBIST.
(NOTHING IN THE FOREGOING IS INTENDED TO LIMIT
ASTRAZENECA'S OBLIGATIONS OR CUBIST'S RIGHTS UNDER SECTION 6.2(F) OR
SECTION 14.2.)
*Confidential Treatment Requested.
Omitted portions filed separately with the
Commission.
32
ASTRAZENECA SHALL BE SOLELY RESPONSIBLE FOR RESPONDING TO REQUESTS FROM
PHYSICIANS FOR INDIVIDUAL PATIENTS WHO NEED THE PRODUCT BUT ARE UNABLE TO AFFORD
IT.
ANY SUCH REQUEST RECEIVED BY CUBIST SHOULD BE FORWARDED TO ASTRAZENECA FOR
PROCESSING IN SUCH MANNER AS MAY BE REASONABLY REQUESTED BY ASTRAZENECA IN
WRITING FROM TIME TO TIME.
EXCEPT AS PROVIDED IN THE IMMEDIATELY PRECEDING
SENTENCE, CUBIST SHALL HAVE NO OBLIGATION WITH RESPECT TO ANY PATIENT ASSISTANCE
PROGRAM OF ASTRAZENECA WITH RESPECT TO THE PRODUCT.
ASTRAZENECA SHALL HAVE THE
SOLE RIGHT AND RESPONSIBILITY FOR ESTABLISHING AND MODIFYING THE TERMS AND
CONDITIONS OF THE SALE OF THE PRODUCT, INCLUDING THE PRICE AT WHICH THE PRODUCT
WILL BE SOLD, WHETHER THE PRODUCT SHALL BE SUBJECT TO ANY TRADE OR QUANTITY
DISCOUNTS, WHETHER ANY DISCOUNT SHALL BE PROVIDED FOR PAYMENTS ON ACCOUNTS
RECEIVABLE, WHETHER THE PRODUCT SHALL BE SUBJECT TO REBATES, RETURNS AND
ALLOWANCES OR RETROACTIVE PRICE REDUCTIONS, THE CHANNELS OF DISTRIBUTION OF THE
PRODUCT, AND WHETHER CREDIT IS TO BE GRANTED OR REFUSED IN CONNECTION WITH THE
SALE OF THE PRODUCT.
(B)
WITHOUT LIMITATION OF SECTION 3.14(A), ASTRAZENECA SHALL BE SOLELY
RESPONSIBLE FOR ALL CONTRACTING WITH RESPECT TO THE SALE OF THE PRODUCT,
INCLUDING THE SETTING OF PRICING FOR THE PRODUCT; PROVIDED THAT ASTRAZENECA
SHALL NOTIFY IN WRITING CUBIST PROMPTLY FOLLOWING ANY CHANGE IN THE WHOLESALE
ACQUISITION COST.
ASTRAZENECA SHALL BE SOLELY RESPONSIBLE FOR COMPLYING WITH
PRICING REQUIREMENTS WITH RESPECT TO THE PRODUCT IN THE TERRITORY UNDER
APPLICABLE LAW (AND RELATED REPORTING, AS SET FORTH IN SECTION 8.1(B)) AND
CUBIST SHALL HAVE NO LIABILITY OR RESPONSIBILITY WITH RESPECT THERETO.
EXCEPT
FOR THE CSD ACTIVITIES AS THEY RELATE TO HOSPITAL FORMULARY COMMITTEES AND
HOSPITAL BUYING GROUPS, ASTRAZENECA SHALL BE RESPONSIBLE FOR ACTIVITIES