TRAINING MATERIALS OR
*Confidential Treatment Requested.
Omitted portions filed separately with the
Commission.
23
(II) TO THE EXTENT REQUIRED BY APPLICABLE LAW.
CUBIST SHALL ENSURE THAT THE
REPRESENTATIVES DISCUSS PRODUCT PRICING ONLY IN A MANNER CONSISTENT WITH THE
SALES TRAINING MATERIALS.
(F)
ANY OR ALL OF 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) MAY CONDUCT FIELD OBSERVATIONS OF THE
REPRESENTATIVES; PROVIDED THAT (I) SUCH FIELD OBSERVATIONS []*, (II) SUCH FIELD
OBSERVATIONS SHALL BE []* AND (III) []*.
(G)
EACH PARTY SHALL RESPOND, AS PROMPTLY AS PRACTICABLE, TO THE
OTHER PARTY'S REQUESTS FOR INFORMATION RELATING TO THE PROMOTION OF THE PRODUCT
AND IN THE CONTROL OF SUCH PARTY, TO THE EXTENT THAT THE REQUESTING PARTY
REASONABLY REQUIRES SUCH INFORMATION TO COMPLY WITH APPLICABLE LAW OR TO PERFORM
ITS OBLIGATIONS UNDER THIS AGREEMENT.
(H)
[]*.
(I)
EXCEPT FOR THE LIMITED ROLE OF THE CSDS SET FORTH ON EXHIBIT C
WITH RESPECT TO INVESTIGATOR-SPONSORED STUDIES, ASTRAZENECA SHALL RETAIN ALL
RIGHTS AND RESPONSIBILITIES WITH RESPECT TO MATTERS RELATING TO THE CONDUCT OF
INVESTIGATOR-SPONSORED STUDIES OR ANY CLINICAL STUDIES, INCLUDING PHASE IV
STUDIES, WITH RESPECT TO THE PRODUCT.
ASTRAZENECA SHALL, IN A TIMELY AND
REASONABLE MANNER, INCLUDING AS REASONABLY REQUESTED BY CUBIST, KEEP CUBIST
INFORMED OF THE CONDUCT AND RESULTS OF SUCH STUDIES AND PROVIDE INFORMATION AND
DATA, IN EACH CASE (A) THAT IS REASONABLY REQUIRED BY THE CSD FORCE IN
CONNECTION WITH PERFORMANCE OF CSD ACTIVITIES HEREUNDER AND (B) SOLELY TO THE
EXTENT THAT ASTRAZENECA HAS THE RIGHT TO PROVIDE SUCH RESULTS, INFORMATION AND
DATA TO CUBIST.
IF THE CUBIST ALLIANCE MANAGER OR ANY CSD RECEIVES ANY INQUIRY
REGARDING ANY SUCH MATTER (TO THE EXTENT THE CSDS ARE NOT RESPONSIBLE FOR
RESPONDING TO SUCH MATTER PURSUANT TO EXHIBIT C), CUBIST SHALL []* TO REFER THE
PERSON MAKING THE INQUIRY TO ASTRAZENECA, IN A MANNER DIRECTED BY ASTRAZENECA
FROM TIME TO TIME.
CUBIST SHALL NOT CONDUCT ANY SUCH STUDY WITH RESPECT TO THE
PRODUCT WITHOUT THE PRIOR WRITTEN CONSENT OF ASTRAZENECA.
(J)
CUBIST SHALL ENSURE THAT ITS REGIONAL ACCOUNT MANAGERS (SALES
REPRESENTATIVES WHO WORK PRIMARILY IN THE OUTPATIENT SETTING) DO NOT PROMOTE THE
PRODUCT.
CUBIST'S REGIONAL ACCOUNT MANAGERS MAY, FOR THE AVOIDANCE OF DOUBT,
PARTICIPATE IN THE INITIAL SALES TRAINING PROGRAM AND SUBSEQUENT TRAINING
CONDUCTED BY CUBIST WITH RESPECT TO THE PRODUCT.
3.5
Promotional Materials.
(A)
THE "INITIAL PROMOTIONAL MATERIALS" ARE THOSE CERTAIN
PROMOTIONAL MATERIALS DESCRIBED IN EXHIBIT N.
ASTRAZENECA SHALL USE
COMMERCIALLY DILIGENT EFFORTS TO []*, IN EACH CASE AS PROMPTLY AS PRACTICABLE
AFTER THE EFFECTIVE DATE.
(B)
IN ADDITION TO THE INITIAL PROMOTIONAL MATERIALS, ASTRAZENECA,
[]*, SHALL BE RESPONSIBLE FOR DEVELOPING AND PRODUCING PROMOTIONAL MATERIALS
HEREUNDER []*, AS AND TO THE EXTENT SET FORTH HEREIN.
[]*.
SUBJECT ONLY TO
SECTION 3.9(E), CUBIST SHALL USE THE PROMOTIONAL MATERIALS IN CONNECTION WITH
THE PROMOTION OF