SETTING OR CONDUCTING RESEARCH
RELATED TO TREATMENT OF ACUTE INFECTIONS IN THE TERRITORY, INCLUDING ANY PERSON
SET OUT ON THAT CERTAIN LIST OF SUCH MEDICAL PROFESSIONALS PROVIDED BY
ASTRAZENECA TO CUBIST ON THE EFFECTIVE DATE.
(ZZZ)
[]* MEANS []* AND EACH OF THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
(AAAA)
"KNOW-HOW" MEANS ALL TECHNICAL KNOWLEDGE, EXPERTISE, SKILL,
PRACTICE, MARKET RESEARCH DATA, MARKETING AND SALES DATA AND ANY OTHER
MARKETING-RELATED DATA, PROPRIETARY RIGHTS, REGULATORY APPROVALS, DISCOVERIES,
INVENTIONS, IMPROVEMENTS, TRADE SECRETS, COPYRIGHTS AND PROCESSES RELATING TO
THE PRODUCT AND ALL PRECLINICAL, CLINICAL, STABILITY AND OTHER DATA RELATING TO
THE PRODUCT.
(BBBB)
"LEGAL MATTER" MEANS ANY DISPUTE WITH RESPECT TO THE EXISTENCE,
NEGOTIATION, VALIDITY, FORMATION, INTERPRETATION, BREACH, PERFORMANCE OR
APPLICATION OF THIS AGREEMENT.
(CCCC)
"LOSSES" HAS THE MEANING ASCRIBED TO SUCH TERM IN SECTION 14.2.
(DDDD)
"NATIONAL SALES MEETING" HAS THE ASCRIBED TO SUCH TERM IN
SECTION 4.1(D).
(EEEE)
"NDA" MEANS A "NEW DRUG APPLICATION," AS DEFINED IN THE ACT.
(FFFF)
"NDC" MEANS A NATIONAL DRUG CODE.
(GGGG)
"NET SALES" MEANS, WITH RESPECT TO ANY PERIOD, GROSS SALES FOR
SUCH PERIOD LESS DEDUCTIONS, TO THE EXTENT ACTUALLY TAKEN OR ALLOWED AND NOT FOR
PROMOTIONAL PURPOSES FOR:
[]*.
DEDUCTIONS PURSUANT TO SUBSECTION (VIII) ABOVE
SHALL BE TAKEN IN THE CALENDAR QUARTER IN WHICH THE []*, IN ACCORDANCE WITH
INTERNATIONAL ACCOUNTING STANDARDS.
ANY OF THE DEDUCTIONS SPECIFIED IN THIS
DEFINITION THAT INVOLVES A PAYMENT OR CREDIT SHALL BE TAKEN AS A DEDUCTION IN
THE CALENDAR QUARTER IN WHICH THE PAYMENT OR CREDIT IS ACCRUED BY ASTRAZENECA OR
ITS APPLICABLE AFFILIATE, IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING
STANDARDS.
FOR PURPOSES OF DETERMINING NET SALES, THE PRODUCT SHALL BE DEEMED
TO BE SOLD WHEN SHIPPED, AND TRANSFERS OR DISPOSITIONS OF THE PRODUCT FOR
CHARITABLE PURPOSES OR PRE-CLINICAL OR CLINICAL STUDIES PURPOSES, AND SALES OR
TRANSFERS OF THE PRODUCT AMONG ASTRAZENECA AND ITS AFFILIATES (PROVIDED THAT ANY
SUBSEQUENT SALE TO A THIRD PARTY SHALL BE INCLUDED) SHALL BE EXCLUDED FROM NET
SALES.
IF, AS PART OF ANY MANAGED CARE PROGRAM OR ARRANGEMENT, THE PRODUCT IS
SOLD WITH OTHER PRODUCTS SUCH THAT IT IS NOT POSSIBLE TO DETERMINE WHICH OF THE
DEDUCTIONS SET FORTH ABOVE ARE SPECIFICALLY ATTRIBUTABLE
*Confidential Treatment Requested.
Omitted portions filed separately with the
Commission.
13
TO THE PRODUCT, THEN ASTRAZENECA SHALL APPORTION THE DEDUCTIONS ACROSS THE
BUNDLE OF PRODUCTS ON A FAIR AND REASONABLE BASIS.
NOTWITHSTANDING ANYTHING
CONTAINED HEREIN, IN NO EVENT SHALL ANY CATEGORY OF EXPENSE, TO THE EXTENT
INCLUDED IN ASTRAZENECA'S DETERMINATION OF THE COST OF GOODS FOR A GIVEN PERIOD,
BE TAKEN AS A DEDUCTION IN THE CALCULATION OF NET SALES FOR SUCH PERIOD.
(HHHH)
"NOTICE" MEANS ANY NOTICE, REQUEST, REPORT, STATEMENT OR OTHER
COMMUNICATION TO EITHER PARTY BY THE OTHER PARTY PURSUANT TO, IN CONNECTION
WITH, OR RELATING TO, THIS AGREEMENT.
(IIII)
"NURSE IN-SERVICE" MEANS []*.
(JJJJ)
"OFF-LABEL INFORMATION" MEANS ANY WRITTEN, PRINTED, GRAPHIC
OR ORAL INFORMATION WITH RESPECT TO THE PRODUCT THAT IS INCONSISTENT WITH, OR
OUTSIDE THE SCOPE OF, THE APPROVED LABELING FOR THE PRODUCT IN THE TERRITORY.
(KKKK)
"OTHER