Common use of Targacept Diligence Clause in Contracts

Targacept Diligence. Targacept shall use Commercially Reasonable Efforts to conduct the Targacept Development Activities in accordance with each Product Development Plan and the applicable Targacept Development Budget, including by committing such resources, including FTEs, as are specified in each such Product Development Plan to conduct its activities set forth therein; provided that Targacept shall have the right to notify the JDC promptly upon becoming aware of a scientific or technical problem outside of its reasonable control [********] that is likely, notwithstanding Targacept’s use of Commercially Reasonable Efforts, to preclude Targacept from completing any Targacept Development Activity set forth in a Product Development Plan with the estimated FTEs (or not more than 110% of such FTEs) (a “Material Unexpected Technical Development Problem”). As part of such notification, Targacept shall provide the JDC with a reasonably detailed description of such Material Unexpected Technical Development Problem, together with its good faith belief as to the steps necessary to complete such Targacept Development Activity, if practicable at all, in light of such Material Unexpected Technical Development Problem. Upon receipt of such notification, the JDC shall [********] take such other action as may be mutually acceptable to the Parties (each a “Development Workaround”); provided that, following notification of a Material Unexpected Technical Development Problem with respect to a Targacept Development Activity, Targacept shall not be required to perform such Targacept Development Activity (except with respect to a Clinical Trial, in which case if Targacept has already commenced an activity in connection therewith, it shall not terminate such activity unless and until agreed to by the JDC) unless and until the JDC acts to address such Material Unexpected Technical Development Problem. Except as otherwise provided in a Development Workaround or in Section 6.4.3, Targacept shall be solely responsible for any FTE Costs and External Targacept R&D Costs for an activity that exceed the amount set forth in the Targacept Development Budget for such activity and are not otherwise approved in writing by the JDC. For purposes of clarity, no modification to a Product Development Plan (or budget with respect thereto) will be implemented unless agreed by the JDC pursuant to Section 3.2.4, in accordance with the proviso set forth in Section 5.3.

Targacept Diligence. Targacept shall use Commercially Reasonable Efforts to conduct the Targacept Development Activities Research Program in accordance with each Product Development the Research Plan and to achieve the applicable objectives set forth therein and in Section 4.1.1 and to do so in accordance with the Total Research Budget and each Targacept Development Research Budget, including by committing such resources, including FTEs, as are specified in each such Product Development Annual Research Plan to conduct its activities set forth therein; provided that Targacept shall have the right to notify the JDC JRC promptly upon becoming aware of a scientific or technical problem outside of its reasonable control (which, for purposes of clarity, shall not include issues arising from [********] ]) that is likely, notwithstanding Targacept’s use exercise of Commercially Reasonable Efforts, to preclude Targacept from completing any Targacept Development Activity activity or meeting any objective set forth in a Product Development an Annual Research Plan with the estimated FTEs (or not more than 110% of such the FTEs) (a “Material Unexpected Technical Development Research Problem”). As part of such notification, Targacept shall provide the JDC JRC with a reasonably detailed description of such Material Unexpected Technical Development Research Problem, together with its good faith belief as to the steps necessary to complete such Targacept Development Activityactivity or meet such objective, if practicable at all, in light of such Material Unexpected Technical Development Research Problem. Upon receipt of such notification, the JDC JRC shall then meet [********] to determine whether to modify the Annual Research Plan as it applies to such activity or objective to: [********] take such other action as may be mutually acceptable to the Parties (each a “Development Research Workaround”); provided that, following notification of a Material Unexpected Technical Development Research Problem with respect to a Targacept Development Activityan activity or objective, Targacept shall not be required to perform such Targacept Development Activity (except with respect activity or seek to a Clinical Trial, in which case if Targacept has already commenced an activity in connection therewith, it shall not terminate achieve any such activity unless and until agreed to by the JDC) objective unless and until the JDC JRC acts to address such Material Unexpected Technical Development Research Problem. Except as otherwise provided in a Development Research Workaround or in Section 6.4.3, Targacept shall be solely responsible for any FTE Costs and or External Targacept R&D Costs for an activity that exceed the amount set forth in the Targacept Development Research Budget for such activity and are not otherwise approved or the Total Research Budget in writing by the JDCaggregate. For purposes of clarity, subject to Targacept’s rights to conduct additional activities under the Research Program as provided in Section 4.3.1, no modification to a Product Development the Annual Research Plan (or budget Targacept Research Budget with respect thereto) will be implemented unless agreed by the JDC JRC pursuant to Section 3.2.42.2.4, in accordance with the proviso set forth in Section 5.34.2.

Targacept Diligence. Targacept shall use Commercially Reasonable Efforts to conduct the Targacept Development Activities Research Program in accordance with each Product Development the Research Plan and to achieve the applicable objectives set forth therein and in Section 4.1.1 and to do so in accordance with the Total Research Budget and each Targacept Development Research Budget, including by committing such resources, including FTEs, as are specified in each such Product Development Annual Research Plan to conduct its activities set forth therein; provided that Targacept shall have the right to notify the JDC JRC promptly upon becoming aware of a scientific or technical problem outside of its reasonable control [********] that is likely, notwithstanding Targacept’s use exercise of Commercially Reasonable Efforts, to preclude Targacept from completing any Targacept Development Activity activity or meeting any objective set forth in a Product Development an Annual Research Plan with the estimated FTEs (or not more than 110% of such the FTEs) (a “Material Unexpected Technical Development Research Problem”). As part of such notification, Targacept shall provide the JDC JRC with a reasonably detailed description of such Material Unexpected Technical Development Research Problem, together with its good faith belief as to the steps necessary to complete such Targacept Development Activityactivity or meet such objective, if practicable at all, in light of such Material Unexpected Technical Development Research Problem. Upon receipt of such notification, the JDC JRC shall [********] take such other action as may be mutually acceptable to the Parties (each a “Development Research Workaround”); provided that, following notification of a Material Unexpected Technical Development Research Problem with respect to a Targacept Development Activityan activity or objective, Targacept shall not be required to perform such Targacept Development Activity (except with respect activity or seek to a Clinical Trial, in which case if Targacept has already commenced an activity in connection therewith, it shall not terminate achieve any such activity unless and until agreed to by the JDC) objective unless and until the JDC JRC acts to address such Material Unexpected Technical Development Research Problem. Except as otherwise provided in a Development Research Workaround or in Section 6.4.3, Targacept shall be solely responsible for any FTE Costs and or External Targacept R&D Costs for an activity that exceed the amount set forth in the Targacept Development Research Budget for such activity and are not otherwise approved or the Total Research Budget in writing by the JDCaggregate. For purposes of clarity, subject to Targacept’s rights to conduct additional activities under the Research Program as provided in Section 4.3.1, no modification to a Product Development the Annual Research Plan (or budget Targacept Research Budget with respect thereto) will be implemented unless agreed by the JDC JRC pursuant to Section 3.2.42.2.4, in accordance with the proviso set forth in Section 5.34.2.