Common use of Detail Message Audits Clause in Contracts

Detail Message Audits. AstraZeneca shall have the right, at its sole expense, to engage an Auditor to conduct market research in order to evaluate the effectiveness of the Details performed by Targacept and the content of the “Product Message” (the principal promotional messages with respect to a Co-Promoted Product set forth in the applicable Plan, that a sales representative is required to convey to a prescriber or purchaser during a Detail of such product) delivered by the Targacept’s sales representatives. If such market research indicates that (i) AstraZeneca is delivering the appropriate Product Message and (ii) Targacept is not delivering the appropriate Product Message, then AstraZeneca may deliver written notice of such failure to Targacept. Within ten (10) Business Days after receipt of such notice, Targacept shall develop and deliver to AstraZeneca a plan of action designed to correct such failure that is reasonably satisfactory to AstraZeneca (a “Corrective Plan”). Targacept shall implement the Corrective Plan within thirty (30) days after approval thereof by AstraZeneca. AstraZeneca shall have the right, at the expense of Targacept, to engage an Auditor to conduct independent market research in order to evaluate whether Targacept has corrected such failure in accordance with the Corrective Plan. If such market research indicates that Targacept has not corrected such failure, then AstraZeneca may deliver written notice of such failure to Targacept. Within fifteen (15) Business Days after receipt of such notice, Targacept (at its sole expense) will develop and deliver to AstraZeneca a comprehensive re-training program for its Designated Sales Forces reasonably satisfactory to AstraZeneca (the “Retraining Program”). Targacept shall implement the Retraining Program within sixty (60) days. AstraZeneca shall have the right, at the expense of Targacept, to engage an Auditor to conduct independent market research in order to evaluate whether Targacept has corrected such failure as a result of the Retraining Program.

Detail Message Audits. AstraZeneca shall have the right, at its sole expense, to engage an Auditor to conduct market research in order to evaluate the effectiveness of the Details performed by Targacept and the content of the “Product Message” (the principal promotional messages with respect to a Co-Promoted Product set forth in the applicable Plan, that a sales representative is required to convey to a prescriber or purchaser during a Detail of such product) delivered by the Targacept’s sales representatives. If such market research indicates that (i) AstraZeneca is delivering the appropriate Product Message and (ii) Targacept is not delivering a Product Message consistent with the appropriate Product Messageapplicable Plan or the Co-Promotion Agreement, then AstraZeneca may deliver written notice of such failure to Targacept. Within ten (10) Business Days ******** after receipt of such notice, Targacept shall develop and deliver to AstraZeneca a plan of action designed to correct such failure that is reasonably satisfactory to AstraZeneca (a “Corrective Plan”). Targacept shall implement the Corrective Plan within thirty (30) days ******** after approval thereof by AstraZeneca. AstraZeneca shall have the right, at the reasonable expense of Targacept, to engage an Auditor to conduct independent market research in order to evaluate whether Targacept has corrected such failure in accordance with the Corrective Plan. If such market research indicates that Targacept has not corrected such failure, then AstraZeneca may deliver written notice of such failure to Targacept. Within fifteen (15) Business Days ******** after receipt of such notice, Targacept (at its sole expense) will develop and deliver to AstraZeneca a comprehensive re-training program for its applicable Designated Sales Forces Force reasonably satisfactory to AstraZeneca (the “Retraining Program”), which may utilize the materials developed by AstraZeneca for the training and refresher programs pursuant to Section 4(b). Targacept shall implement the Retraining Program within sixty (60) days********. AstraZeneca shall have the right, at the reasonable expense of Targacept, to engage an Auditor to conduct independent market research in order to evaluate whether Targacept has corrected such failure as a result of the Retraining Program. Without limitation of Section 17(b)(i), if such market research indicates that Targacept has not corrected such failure in one or more sales territories, Targacept will use commercially reasonable efforts to replace within ******** the members of Targacept’s Designated Sales Forces Detailing in such sales territories.

Detail Message Audits. With respect to each Licensed Product, AstraZeneca shall have the right, at its sole cost and expense, to engage an Auditor to conduct market research in order to evaluate the effectiveness of the Details performed by Targacept MAP and the content of the “Product Message” (the principal promotional messages with respect to a Co-Promoted the Licensed Product set forth in the applicable Plan, Co-Promotion Plan that a sales representative is required to convey to a prescriber or purchaser during a Detail of such product) delivered by the Targacept’s sales representativesMAP Specialist Sales Force. If such market research indicates that (i) AstraZeneca is delivering the appropriate Product Message and (ii) Targacept MAP is not delivering the appropriate Product Message, then AstraZeneca may deliver written notice of such failure to TargaceptMAP. Within ten (10) Business Days [***] after receipt of such notice, Targacept MAP shall develop and deliver to AstraZeneca a plan of action designed to correct such failure that is reasonably satisfactory to AstraZeneca (a “Corrective Plan”). Targacept MAP shall implement the Corrective Plan within thirty (30) days [***] after approval thereof by AstraZeneca. AstraZeneca shall have the right, at the expense of TargaceptMAP, to engage an Auditor auditor to conduct independent market research in order to evaluate whether Targacept MAP has corrected such failure in accordance with the Corrective Plan. If such market research indicates that Targacept MAP has not corrected such failure, then AstraZeneca may deliver written notice of such failure to TargaceptMAP. Within fifteen (15) Business Days [***] after receipt of CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. such notice, Targacept MAP (at its sole cost and expense) will shall develop and deliver to AstraZeneca a comprehensive re-training program for its Designated Sales Forces [***] reasonably satisfactory to AstraZeneca (the “Retraining Program”). Targacept MAP shall implement the Retraining Program within sixty (60) days[***]. AstraZeneca shall have the right, at the expense of TargaceptMAP, to engage an Auditor to conduct independent market research in order to evaluate whether Targacept MAP has corrected such failure as a result of the Retraining Program. If such failure constitutes a violation of Applicable Law or AZ Policies or is otherwise material, and if such failure has not been corrected, AstraZeneca immediately shall have the right to terminate the Co-Promote Agreement for material breach (without any further right to cure).