Common use of PDE Audits Clause in Contracts

PDE Audits. No more than once during any [********] period during the Term, AstraZeneca shall have the right to engage a disinterested third party auditor (an “Auditor”) to conduct an audit of Targacept’s Detailing activities to confirm the accuracy of the Detail and PDE related-information contained in the reports delivered by Targacept. Any such audit shall be at AstraZeneca’s sole expense; provided, however, that if the results of such audit identify an overstatement of PDEs in such reports by [********] more in any Calendar Period, then Targacept shall bear the expense of such audit and shall implement promptly corrective actions reasonably acceptable to AstraZeneca to ensure accurate reporting thereafter. At any time within twelve (12) months after the completion of an audit that identifies an overstatement of PDEs by [********] or more in any Calendar Period, AstraZeneca shall have the right to engage an Auditor to conduct, at Targacept’s expense, a subsequent audit of Targacept’s Detailing activities, to ensure that Targacept has corrected its reporting deficiencies.

PDE Audits. No more than once during any [*****] during any [***] period during the Term, AstraZeneca shall have the right to engage a disinterested third party auditor (an “Auditor”) to conduct an audit of TargaceptMAP’s Detailing activities to confirm the accuracy of the Detail and PDE related-information contained in the reports delivered by TargaceptMAP. Any such audit shall be at AstraZeneca’s sole cost and expense; provided, however, that if the results of such audit identify an overstatement of PDEs for any Licensed Product in such reports by [********] more in any Calendar Period, then Targacept MAP shall bear the expense of such audit and shall promptly implement promptly corrective actions reasonably acceptable to AstraZeneca to ensure accurate reporting thereafter, and AstraZeneca shall be entitled to a credit equal to twice the product of the shortfall in PDEs multiplied by the PDE Cost, which credit shall be creditable against any milestone or royalty payments payable to MAP pursuant to Article 8 of the Master Agreement. At any time within twelve (12) months [***] after the completion of an audit that identifies an overstatement of PDEs for a Licensed Product by [********] or more in any Calendar Period, AstraZeneca shall have the right to engage an Auditor to conductright, at TargaceptMAP’s expense, to perform a subsequent audit of TargaceptMAP’s Detailing activities, activities to ensure that Targacept MAP has corrected its reporting deficiencies.