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)
CUBIST SHALL PERMIT ONLY THOSE MEMBERS OF THE CSD FORCE WHO HAVE
COMPLETED THE INITIAL CSD TRAINING PROGRAM AND DEMONSTRATED COMPETENCY AS
DETERMINED BY CUBIST'S MANAGEMENT TO PERFORM THE CSD ACTIVITIES WITH RESPECT TO
THE PRODUCT IN THE TERRITORY UNDER THIS AGREEMENT.
(G)
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 ALLIANCE MANAGER, EITHER OF
ASTRAZENECA'S REGIONAL SCIENTIFIC MANAGERS WITH RESPECT TO THE PRODUCT, AND SUCH
OTHER PERSONS DESIGNATED BY ASTRAZENECA AS MAY BE APPROVED BY CUBIST (SUCH
APPROVAL NOT TO BE UNREASONABLY WITHHELD) OBSERVE CUBIST'S CSD FORCE TRAINING
MEETINGS RELATING TO THE PRODUCT, IF ANY.
TO THE EXTENT PROVIDED IN THE INITIAL
CSD TRAINING PLAN, ASTRAZENECA SHALL, AT ITS OWN EXPENSE, CAUSE ITS APPLICABLE
PERSONNEL TO PARTICIPATE IN CUBIST'S CSD FORCE TRAINING MEETINGS RELATING TO THE
PRODUCT.
(H)
WITHOUT LIMITATION OF CUBIST'S RIGHTS IN SECTION 3.2(B) WITH RESPECT
TO PROVIDING CUBIST CSD MATERIALS TO CSDS, IN THE EVENT THAT CUBIST DESIRES TO
CONDUCT ANY TRAINING OF ITS CSD FORCE SPECIFICALLY WITH RESPECT TO THE PRODUCT
USING ANY TRAINING MATERIALS OTHER THAN THE CSD TRAINING MATERIALS, INCLUDING
ANY TRAINING CONDUCTED PURSUANT TO THIS SECTION 4.2(H), CUBIST SHALL OBTAIN THE
APPROVAL OF THE DESIGNATED MEDICAL REPRESENTATIVE OF ASTRAZENECA OF THE TRAINING
MATERIALS TO BE USED IN CONNECTION WITH SUCH TRAINING PRIOR TO CONDUCTING SUCH
TRAINING (PROVIDED THAT IF ASTRAZENECA'S DESIGNATED MEDICAL REPRESENTATIVE
RECEIVES A WRITTEN REQUEST FROM CUBIST, ASTRAZENECA SHALL NOTIFY CUBIST IN
WRITING WITHIN []* AFTER ASTRAZENECA'S DESIGNATED MEDICAL REPRESENTATIVE
RECEIVES SUCH REQUEST AS TO WHETHER OR NOT ASTRAZENECA APPROVES THE PROPOSED
TRAINING MATERIALS AND IF ASTRAZENECA DOES NOT RESPOND WITHIN SUCH FIVE
(5) BUSINESS DAY PERIOD, THEN ASTRAZENECA SHALL BE DEEMED TO HAVE APPROVED SUCH
TRAINING MATERIALS []*).
IN SUCH A CASE, THE PARTIES SHALL MODIFY THE INITIAL
CSD TRAINING PLAN TO PROVIDE FOR TRAINING OF THE CSD FORCE FOR THE PRODUCT USING
SUCH OTHER MATERIALS WITHIN A REASONABLE TIME PERIOD.
FOR THE AVOIDANCE OF
DOUBT THE FOREGOING SHALL NOT LIMIT CUBIST FROM PROVIDING ANY TRAINING MATERIALS
OR CONDUCTING ANY TRAINING OF ITS CSD FORCE THAT IS GENERAL IN NATURE OR WHICH
RELATES TO PRODUCTS OTHER THAN THE PRODUCT.
(I)
WITHOUT LIMITATION OF ANY OF THE FOREGOING, CUBIST SHALL ENSURE
THAT EACH MEMBER OF ITS CSD FORCE IS PROPERLY TRAINED IN ACCORDANCE WITH
APPLICABLE LAW, THE TERMS OF THIS AGREEMENT AND THE BUSINESS POLICIES (TO THE
EXTENT CONSISTENT WITH APPLICABLE LAW AND THIS AGREEMENT) TO []*.
(J)
ASTRAZENECA SHALL ENSURE THAT ALL CSD 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 CSD
TRAINING MATERIALS) TO TRAIN THE CSDS WITH RESPECT TO THE