PDE Audits Sample Clauses
The PDE Audits clause establishes the right for a party, typically the purchaser or regulator, to review and examine the records, processes, or deliverables related to Product Development and Engineering (PDE) activities. In practice, this clause allows for scheduled or ad hoc inspections of documentation, testing results, or compliance with agreed standards, often requiring the audited party to provide access to relevant facilities and personnel. Its core function is to ensure transparency and accountability in the PDE process, helping to verify compliance with contractual obligations and to identify and address any issues early in the development lifecycle.
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 twelve (12) consecutive month period during the Co-Promotion Term, each Party shall have the right to engage a disinterested third party auditor (an “Auditor”) to conduct an audit of the other Party’s Detailing activities to confirm the accuracy of the Detail and PDE related-information contained in the reports delivered by such other Party. Any such audit shall be at the auditing Party’s sole expense; provided, however, that if the results of such audit identify an overstatement of PDEs by [***] percent ([***]%) or more in such reports, then the audited Party shall (i) reimburse such excess payments within sixty (60) says after the date on which such audit is completed; and (ii) bear the expense of such audit.
PDE Audits. No more than ******** during any ******** period during the Term, AstraZeneca shall have the right to engage an independent 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. If the results of such audit identify an overstatement of PDEs, within ******** days after the date on which the Auditor’s report is delivered, Targacept shall reimburse the excess payment made by AstraZeneca for such overstated PDEs, with interest at an annual rate of LIBOR plus ******** basis points (or, if less, the maximum interest rate permitted by Applicable Laws) from the date such excess payment was made by AstraZeneca until such excess payment is reimbursed in full by Targacept. Any audit conducted under this Section 9(d) 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 ******** 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 reasonable expense, a subsequent audit of Targacept’s Detailing activities, to ensure that Targacept has corrected its reporting deficiencies.