Exhibit 10.55
CONFIDENTIAL TREATMENT
FOURTH AMENDMENT TO THE
COMMERCIAL SERVICES AGREEMENT
This Fourth Amendment to the Commercial Services Agreement (this "Fourth
Amendment") is made this 15th 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 and September 30, 2009, the
"Agreement"); and
WHEREAS, AstraZeneca and Cubist desire to amend certain provisions of the
Agreement relating to the Detailing of the Product to Critical Care Target
Accounts, as set forth herein.
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.
SALES FORCE OBLIGATIONS.
THE AGREEMENT
IS HEREBY AMENDED SO THAT THE THIRD SENTENCE OF SECTION 3.1(A) IS HEREBY DELETED
AND REPLACED WITH THE FOLLOWING:
"Cubist shall ensure that (A) each Detail by a Representative to []* is a
Primary Detail, and (B) each Detail by a Representative to []* is a Primary
Detail or a Secondary Detail."
2.
CRITICAL CARE TARGET ACCOUNTS.
THE
AGREEMENT IS HEREBY AMENDED SO THAT SECTION 1 OF THE PROMOTION PLAN (CRITICAL
CARE TARGET ACCOUNTS) SET FORTH IN EXHIBIT M TO THE AGREEMENT IS HEREBY DELETED
IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING:
"1.
Critical Care Target Accounts
[]*.
Notwithstanding anything contained in the Agreement, for purposes of a
Detail to []*, "Detail" shall mean a Representative of the Sales Force meeting
with []* or providing an in-service for []* at which []* is in attendance, such
that the relevant characteristics of the Product are described by the
Representative consistent with the requirements of this Agreement and Applicable
Law and in a manner that is customary in the industry for the purpose of
promoting a prescription pharmaceutical product."
3.
EXHIBIT J (FORM OF DETAIL REPORT).
THE
AGREEMENT IS HEREBY AMENDED SO THAT EXHIBIT J TO THE AGREEMENT IS HEREBY DELETED
AND REPLACED WITH THE EXHIBIT J ATTACHED HERETO AS ATTACHMENT I.
*Confidential Treatment Requested.
Omitted portions filed with the Securities
and Exchange Commission (the "Commission").
1
4.
DEFINITIONS.
ALL TERMS USED, BUT NOT
DEFINED, IN THIS FOURTH 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 FOURTH AMENDMENT.
6.
EFFECTIVE DATE; INCORPORATION OF TERMS;
CONTINUING EFFECT.
THIS FOURTH AMENDMENT SHALL BE DEEMED EFFECTIVE FOR ALL
PURPOSES AS OF THE AMENDMENT EFFECTIVE DATE.
THE AMENDMENTS SET FORTH IN THIS
FOURTH AMENDMENT SHALL BE DEEMED TO BE INCORPORATED IN, AND MADE A PART OF, THE
AGREEMENT, AND THE AGREEMENT AND THIS FOURTH AMENDMENT SHALL BE READ, TAKEN AND
CONSTRUED AS ONE AND THE SAME AGREEMENT (INCLUDING WITH RESPECT TO THE