Common use of Co-Promotion Fees and Expenses Clause in Contracts

Co-Promotion Fees and Expenses. (a) Promotion Fee Payment. Not later than [********] after the end of each Calendar Period during the Term (commencing with the Calendar Period in which the launch of the first Co-Promoted Product occurs), AstraZeneca shall pay to Targacept a fee in an amount equal to (i) [********] during such Calendar Period, multiplied by (ii) the PDE Cost for such Calendar Period. Each Party shall bear and be solely responsible for all costs and expenses incurred by it in connection with the Co-Promotion of Co-Promoted Products and the performance of its obligations under the Co-Promotion Agreement that are not PDE Costs. For purposes hereof, “PDE Cost,” means (A) with respect to the first twelve (12)-month period following the launch of the first Co-Promoted Product, the arithmetic mean of the good faith quotes obtained jointly by AstraZeneca and Targacept not less than twelve (12) months prior to such launch from each of [********] reputable third party CSOs in the Co-Promotion Territory for the price that would be charged by such CSOs for performing a PDE on the terms and conditions of the quote specified in the then-current applicable Plan, or, if obtaining such quotes is not reasonably practicable, such other method as may be agreed by the Parties, and (B) with respect to each successive twelve (12)-month period thereafter, (1) the PDE Cost for the immediately preceding twelve (12)-month period, multiplied by (2) the sum of [********], determined as follows: [********].

Co-Promotion Fees and Expenses. (a) Promotion Fee Payment. Not later than [********] * after the end of each Calendar Period during the Term (commencing with the Calendar Period in which the launch of the first Co-Promoted Product in the U.S. Territory occurs), AstraZeneca shall pay to Targacept a fee in an amount equal to (i) [********] the number of PDEs for Co-Promoted Product(s) actually performed by Targacept during such Calendar Period, multiplied by (ii) the PDE Cost applicable for such Calendar Period. Each Party In no event shall AstraZeneca pay any compensation to Targacept for PDEs performed by Targacept in any Calendar Period in excess of the Targeted PDEs for such Calendar Period unless AstraZeneca otherwise consents to such excess or to such payment. Except as provided in this Section 10(a), Targacept shall bear and be solely responsible for all costs and expenses incurred by it in connection with the Co-Promotion of Co-Promoted Products and the performance of its obligations under the Co-Promotion Agreement that are not PDE CostsAgreement. For purposes hereof, “PDE Cost,” means (A) with respect to the first twelve (12)-month ******** period following the launch of the first Co-Promoted ProductProduct in the U.S. Territory, the arithmetic mean ******** of the good faith quotes obtained jointly by AstraZeneca and Targacept not less than twelve (12) months prior to such launch from each of [******** prior to such launch from *] ******* reputable third party CSOs in the Co-Promotion U.S. Territory for the price that would be charged by such CSOs for performing a PDE on the terms and conditions of the quote specified in the then-current applicable Plan, or, if obtaining such quotes is not reasonably practicable, such other method as may be agreed by the Parties, and (B) with respect to each successive twelve (12)-month ******** period thereafter, (1) the PDE Cost for the immediately preceding twelve (12)-month ******** period, multiplied by (2) the sum of [********], determined as follows: [********]rounded to the nearest one Dollar (US $1).