MEMBER OF THE CSD FORCE WHO WILL BE
CONDUCTING CSD ACTIVITIES IN THE TERRITORY SHALL BE TRAINED WITH RESPECT TO
COMPLIANCE WITH APPLICABLE LAW AND THE APPLICABLE REQUIREMENTS OF THIS
AGREEMENT, AND TRAINED IN ACCORDANCE WITH THE TERMS OF THIS SECTION 4.2, SUBJECT
TO ASTRAZENECA FULFILLING ITS OBLIGATIONS UNDER THIS SECTION 4.2.
(B)
ASTRAZENECA SHALL DEVELOP AND PROVIDE, AT ITS COST AND EXPENSE, THE
INITIAL CSD TRAINING MATERIALS FOR TRAINING THE CSD FORCE WITH RESPECT TO THE
PRODUCT ("INITIAL CSD TRAINING MATERIALS") AS PROMPTLY AS PRACTICABLE AFTER THE
EFFECTIVE DATE.
ASTRAZENECA SHALL BE RESPONSIBLE FOR THE COSTS AND EXPENSES OF
THE INITIAL CSD TRAINING PROGRAM (EXCLUDING ANY INTERNAL AND EXTERNAL COSTS AND
EXPENSES OF CUBIST, INCLUDING ANY COMPENSATION PAID OR FOR TECHNOLOGY PROVIDED
BY CUBIST TO ITS PERSONNEL FOR PARTICIPATING IN THE INITIAL CSD TRAINING
PROGRAM, WHICH COSTS AND EXPENSES SHALL BE BORNE BY CUBIST).
CUBIST SHALL BE
RESPONSIBLE FOR ALL COSTS AND EXPENSES OF ANY TRAINING OF ITS CSDS OTHER THAN
THOSE FOR WHICH ASTRAZENECA IS RESPONSIBLE PURSUANT TO THIS SECTION 4.2(B).
(C)
CUBIST SHALL (I) ENSURE THAT ALL MEMBERS OF THE CSD FORCE ARE
TRAINED USING THE INITIAL CSD TRAINING MATERIALS IN ACCORDANCE WITH THIS
AGREEMENT (SUCH PROGRAM, THE "INITIAL CSD TRAINING PROGRAM") PRIOR TO COMMENCING
THE CSD ACTIVITIES AND (II) PERMIT ONLY THOSE MEMBERS OF THE CSD FORCE WHO HAVE
COMPLETED THE INITIAL CSD TRAINING PROGRAM TO CONDUCT CSD ACTIVITIES.
CUBIST
SHALL ENSURE THAT, ON AND AFTER THE PROGRAM COMMENCEMENT DATE, ALL MEMBERS OF
THE CSD FORCE HAVE COMPLETED THE TRAINING REQUIRED BY THIS SECTION 4.2, AND
SHALL USE REASONABLE EFFORTS TO ENSURE THAT SUCH TRAINING IS COMPLETED BY THE
APPLICABLE DATES SPECIFIED IN THE INITIAL CSD TRAINING PLAN OR AS OTHERWISE
AGREED BY THE PARTIES IN WRITING.
(D)
AFTER THE PROGRAM COMMENCEMENT DATE, OTHER THAN AS SPECIFIED WITH
RESPECT TO THE INITIAL CSD TRAINING PROGRAM (AND ANY UPDATES OR SUPPLEMENTS
THERETO PROVIDED PURSUANT TO SECTION 4.2(E)), SUBJECT TO SECTION 4.2(H), CUBIST
SHALL BE RESPONSIBLE FOR ALL TRAINING OF MEMBERS OF THE CSD FORCE EMPLOYED BY
CUBIST OR ITS AFFILIATE AT ANY TIME DURING THE TERM.
(E)
ASTRAZENECA SHALL PROMPTLY PROVIDE TO CUBIST UPDATED OR
SUPPLEMENTAL TRAINING MATERIALS FOR THE CSD FORCE IF APPLICABLE LAW REQUIRES
THAT SUCH TRAINING MATERIALS BE UPDATED OR SUPPLEMENTED.
IN ADDITION,
ASTRAZENECA MAY FROM TIME TO TIME PROVIDE TO CUBIST SUPPLEMENTAL TRAINING
MATERIALS FOR THE CSD FORCE.
IN SUCH A CASE, THE PARTIES SHALL MODIFY THE
INITIAL CSD TRAINING PLAN TO PROVIDE FOR TRAINING OF THE CSD FORCE USING SUCH
TRAINING MATERIALS WITHIN A REASONABLE TIME PERIOD.
CUBIST SHALL ENSURE THAT
THE MEMBERS OF THE CSD FORCE ARE TRAINED USING SUCH TRAINING MATERIALS WITHIN
THE TIME PERIOD SET FORTH IN THE INITIAL CSD TRAINING
*Confidential Treatment Requested.
Omitted portions filed separately with the
Commission.
36
PLAN, WHICH PLAN SHALL BE AMENDED BY THE PARTIES 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