Common use of Additional Research Plan Clause in Contracts

Additional Research Plan. Promptly following any request pursuant to Section 4.8.1, the JRC shall prepare a plan for such additional research activities, as may be amended from time to time in accordance with the terms hereof (each, an “Additional Research Plan”), which plan shall set forth (a) the research objectives for and activities to be performed in such period with reasonable specificity, (b) the Party that shall be responsible for performing each activity, (c) a timeline for each activity, and (d) with respect to those activities for which Targacept is responsible, the number of FTEs estimated to be required to perform such activities, the corresponding FTE Cost for such activities (provided that if such activities were performed under the Research Program, the FTE Cost for such activities under an Additional Research Plan shall be substantially similar to the FTE Cost for such activities under the Research Program), and the estimated External Targacept R&D Costs for such activities, broken down on a Calendar Quarter basis (collectively the “ARP Budget”); provided that Targacept, without its consent, not to be unreasonably withheld, conditioned or delayed, shall not be required to undertake any activities that are materially different from those undertaken by Targacept in the course of the Research Program. Any Additional Research Plan (including any ARP Budget with respect thereto) may be amended (including, by the identification of additional compounds identified by AstraZeneca pursuant to Section 4.8.1) at any time by the JRC pursuant to Section 2.2.4; provided, however, that in the event that such an amendment would change or otherwise increase Targacept’s activities under the applicable plan (as distinguished from an amendment that modifies the objectives of a plan but not Targacept’s activities), resulting in an expense to Targacept not contemplated in the then-current ARP Budget, which additional expense is [********], Targacept shall advise AstraZeneca in good faith of the aggregate additional cost of such activities and the Parties through the JRC shall agree on a corresponding amendment to the applicable ARP Budget to reflect the commercially reasonable costs of such activities [********], such matter shall promptly be referred to an Expert in accordance with Section 14.4 (expedited arbitration).

Additional Research Plan. Promptly following any request pursuant to Section 4.8.1, the JRC shall prepare a plan for such additional research activities, as may be amended from time to time in accordance with the terms hereof (each, an “Additional Research Plan”), which plan shall set forth (a) the research objectives for and activities to be performed in such period with reasonable specificity, (b) the Party that shall be responsible for performing each activity, (c) a timeline for each activity, and (d) with respect to those activities for which Targacept is responsible, the number of FTEs estimated to be required to perform such activities, the corresponding FTE Cost for such activities (provided that if such activities were performed under the Research Program, the FTE Cost for such activities under an Additional Research Plan shall be substantially similar to the FTE Cost for such activities under the Research Program), and the estimated External Targacept R&D Costs for such activities, broken down on a Calendar Quarter basis (collectively the “ARP Budget”); provided that Targacept, without its consent, not to be unreasonably withheld, conditioned or delayed, shall not be required to undertake any activities that are materially different from those undertaken by Targacept in the course of the Research Program. Any Additional Research Plan (including any ARP Budget with respect thereto) may be amended (including, by the identification of additional compounds identified by AstraZeneca pursuant to Section 4.8.1) at any time by the JRC pursuant to Section 2.2.4; provided, however, that in the event that such an amendment would change or otherwise increase Targacept’s activities under the applicable plan (as distinguished from an amendment that modifies the objectives of a plan but not Targacept’s activities), resulting in an expense to Targacept not contemplated in the then-current ARP Budget, which additional expense is [********], Targacept shall advise AstraZeneca in good faith of the aggregate additional cost of such activities and the Parties through the JRC shall agree on a corresponding amendment to the applicable ARP Budget to reflect the commercially reasonable costs of such activities [********], ] such matter shall promptly be referred to an Expert in accordance with Section 14.4 (expedited arbitration).