THAT CERTAIN PHARMACEUTICAL COMPOUND KNOWN AS
DAPTOMYCIN IN PRESCRIPTION FORM FOR INJECTION THAT HAS RECEIVED REGULATORY
APPROVAL FROM THE FDA TO BE MARKETED IN THE TERRITORY UNDER THE TRADEMARK
CUBICIN®.
(OO)
"CUBIST" HAS THE MEANING ASCRIBED TO SUCH TERM IN THE
PREAMBLE.
(PP)
"CUBIST CSD MATERIALS" HAS THE MEANING ASCRIBED TO SUCH TERM
IN SECTION 3.2(B).
(QQ)
"CUBIST INDEMNIFIED PARTIES" HAS THE MEANING ASCRIBED TO SUCH
TERM IN SECTION 14.2.
(RR)
"CUBIST KNOWLEDGE GROUP" MEANS []*.
(SS)
"CUBIST PROGRAM ACTIVITIES" MEANS ACTIVITIES CONDUCTED BY OR
ON BEHALF OF CUBIST OR ITS AFFILIATE UNDER THE PROGRAM WITH RESPECT TO THE
PRODUCT IN THE TERRITORY (I.E., THE PROMOTION OF THE PRODUCT BY CUBIST OR ITS
AFFILIATE (INCLUDING DETAILS), AND THE CSD ACTIVITIES WITH RESPECT TO THE
PRODUCT).
(TT)
"CUBIST SPEAKER PROGRAMS" HAS THE MEANING ASCRIBED TO SUCH
TERM IN SECTION 3.3.
(UU)
"CUBIST TRADEMARKS" MEANS (I) THE TRADEMARKS OF CUBIST AND ITS
AFFILIATES SET FORTH ON EXHIBIT
G-1, AND ANY PENDING OR FUTURE TRADEMARK REGISTRATIONS, APPLICATIONS AND
UNREGISTERED TRADEMARK RIGHTS, IN EACH CASE RELATING TO SUCH TRADEMARKS, AND
(II) ANY CURRENT OR FUTURE MODIFICATIONS OR VARIANTS OF ANY OF THE FOREGOING
RIGHTS.
(VV)
"DESIGNATED MEDICAL AFFAIRS REPRESENTATIVES" HAS THE MEANING
ASCRIBED TO SUCH TERM IN SECTION 5.1.
*Confidential Treatment Requested.
Omitted portions filed separately with the
Commission.
10
(WW)
"DETAIL" MEANS THAT PART OF A CALL DURING WHICH A
REPRESENTATIVE MAKES A PRESENTATION OF THE PRODUCT TO A TARGET PRESCRIBER 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.
WHEN USED AS A VERB, "DETAIL"
MEANS TO ENGAGE IN A DETAIL.
(XX)
"DISCLOSING PARTY" MEANS THE PARTY DISCLOSING CONFIDENTIAL
INFORMATION.
(YY)
"DISPUTE" MEANS ANY DISPUTE ARISING BETWEEN THE PARTIES IN
CONNECTION WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED
HEREBY OR ANY DOCUMENT OR INSTRUMENT DELIVERED IN CONNECTION HEREWITH OR
THEREWITH, OTHER THAN A DISPUTE THAT IS REFERABLE TO AN ACCOUNTING FIRM PURSUANT
TO SECTION 6.2(D).
(ZZ)
"DISPUTE NOTICE" HAS THE MEANING ASCRIBED TO SUCH TERM IN
SECTION 16.1(A).
(AAA)
"EFFECTIVE DATE" HAS THE MEANING ASCRIBED TO SUCH TERM IN THE
PREAMBLE.
(BBB)
"EMPLOYMENT LAW" MEANS ALL FEDERAL, STATE, OR LOCAL STATUTES,
LAWS, ORDINANCES, REGULATIONS OR GUIDELINES RELATING TO (I) EMPLOYMENT,
(II) SAFETY AND HEALTH, AND (III) THE PAYMENT OF TAXES AND REQUIRED TAXES AND
PAYMENTS WITH RESPECT TO EMPLOYEES.
(CCC)
"ESCALATION PERIOD" HAS THE MEANING ASCRIBED TO SUCH TERM IN
SECTION 16.1(B).
(DDD)
"FDA" MEANS THE UNITED STATES FOOD AND DRUG ADMINISTRATION AND
ANY SUCCESSOR AGENCY HAVING SUBSTANTIALLY THE SAME FUNCTIONS.
(EEE)
"FIELD ALERT" HAS THE MEANING ASCRIBED TO SUCH TERM IN
SECTION 8.1(I).
(FFF)
[]* HAS THE MEANING ASCRIBED TO SUCH TERM IN EXHIBIT A.
(GGG)
[]* MEANS, WITH RESPECT TO ANY PERIOD, NET SALES FOR SUCH
PERIOD, LESS []*.
(HHH)
"GROSS SALES" MEANS, FOR A GIVEN PERIOD, ALL SALES OF THE
PRODUCT DURING