Common use of Changes to the Number of Funded FTEs Clause in Contracts

Changes to the Number of Funded FTEs. If the activities contemplated by the Research Plan at any time do not justify the number of Ambrx FTEs allocated to the Research Program, the Parties will work in good faith to mutually agree to modify the scope of the Research Plan or adjust the number of BMS-funded Ambrx FTEs. Unless the Parties otherwise agree in writing, any changes requested by BMS to the number of BMS-funded Ambrx FTEs (whether a decrease or an increase) during the Research Term shall require that BMS provide Ambrx with six (6) months prior written notice before such change in the number of BMS-funded Ambrx FTEs becomes effective, provided that (x) any increase in the number of BMS-funded Ambrx FTEs above the number of BMS-funded Ambrx FTEs set forth in the initial Research Plan as of the Effective Date shall be subject to the availability of such additional Ambrx FTEs (provided that Ambrx shall use Diligent Efforts to hire and otherwise make available such additional FTEs) and (y) in no event will BMS have the right to increase the number of Ambrx FTEs to exceed eight (8) FTEs in total without Ambrx’s prior written consent. The FTE Rate during the Research Term for up to eight (8) FTEs shall be [***] per FTE per year. The FTE Rate during the Research Term for any FTEs in excess of eight (8) FTEs in a given year shall be [***] per FTE per year. Any changes to the Research Plan and assignment and allocation of work to be performed by the BMS-funded Ambrx FTEs shall require the approval of the JRC, provided that if the JRC is unable to reach consensus, BMS shall have final decision making authority, subject to Section 3.3. In exercising such final decision making authority, BMS shall not have the right to amend the terms and conditions of this Agreement. For clarity, the number of BMS-funded Ambrx FTEs will be consistent with the amount of work required under the Research Plan, subject to Ambrx’s right to approve any Ambrx FTEs in excess of eight (8) FTEs in total. At least six (6) months prior to the beginning of any extension of the Research Term, the JRC will make a nonbinding, good faith estimate of the number of Ambrx FTEs to be provided and funded by BMS to perform the Research Program during such extension of the Research Term. At least three (3) months prior to the beginning of any extension of the Research Term, the JRC shall determine the number of Ambrx FTEs to be provided and funded by BMS to perform the Research Program during such Research Year of the Research Term, provided that if the JRC is unable to reach consensus, BMS shall have final decision making authority with respect to the number of BMS funded Ambrx FTEs, subject to Section 3.3 and this Section 3.4.

Changes to the Number of Funded FTEs. If the activities contemplated by the Research Plan at any time do not justify the number of Ambrx FTEs allocated to the Research Program, the Parties will work in good faith to mutually agree to modify the scope of the Research Plan or adjust the number of BMS-funded Ambrx FTEs. Unless the Parties otherwise agree in writing, any changes requested by BMS to the number of BMS-funded Ambrx FTEs (whether a decrease or an increase) during the Research Term shall require that BMS provide Ambrx with six (6) months prior written notice before such change in the number of BMS-funded Ambrx FTEs becomes effective, provided that (x) any increase in the number of BMS-funded Ambrx FTEs above the number of BMS-funded Ambrx FTEs set forth in the initial Research Initial ARX618 Plan as of the Effective Date shall be subject to the availability of such additional Ambrx FTEs (provided that Ambrx shall use Diligent Efforts to hire and otherwise make available such additional FTEs) and (y) in no event will BMS have the right to increase the number of Ambrx FTEs to exceed eight (8) FTEs in total without Ambrx’s prior written consent. The FTE Rate during the Research Term for up to eight (8) FTEs shall be be[***] per FTE per year. The FTE Rate during the Research Term for any FTEs in excess of eight (8) FTEs in a given year shall be [***] per FTE per year. Any changes to the Research Plan and assignment and allocation of work to be performed by the BMS-funded Ambrx FTEs shall require the approval of the JRC, provided that if the JRC is unable to reach consensus, BMS shall have final decision making authority, subject to Section 3.3. In exercising such final decision making authority, BMS shall not have the right to amend the terms and conditions of this Agreement. For clarity, the number of BMS-funded Ambrx FTEs will be consistent with ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. the amount of work required under the Research Plan, subject to Ambrx’s right to approve any Ambrx FTEs in excess of eight (8) FTEs in total. At least six (6) months prior to the beginning of any extension of the Research Term, the JRC will make a nonbinding, good faith estimate of the number of Ambrx FTEs to be provided and funded by BMS to perform the Research Program during such extension of the Research Term. At least three (3) months prior to the beginning of any extension of the Research Term, the JRC shall determine the number of Ambrx FTEs to be provided and funded by BMS to perform the Research Program during such Research Year of the Research Term, provided that if the JRC is unable to reach consensus, BMS shall have final decision making authority with respect to the number of BMS funded Ambrx FTEs, subject to Section 3.3 and this Section 3.4.

Changes to the Number of Funded FTEs. If the activities contemplated by the Research Plan at any time during the Research Term do not justify the number of Ambrx FTEs allocated to the Research Program, the Parties will work in good faith to mutually agree to modify the scope of the Research Plan or adjust the number of BMS-funded Ambrx FTEs. Unless the Parties otherwise agree in writing, any changes requested by BMS to the number of BMS-funded Ambrx FTEs (whether a decrease or an increase) during the Research Term shall require that BMS provide Ambrx with six three (63) months prior written notice before such change in the number of BMS-funded Ambrx FTEs becomes effective, provided that (x) any increase in the number of BMS-funded Ambrx FTEs above the number of BMS-funded Ambrx FTEs set forth in the initial Research Plan as of the Effective Date shall be subject to the availability of such additional Ambrx FTEs (provided that Ambrx shall use Diligent Efforts to hire and otherwise make available such additional FTEs), (y) the number of Ambrx FTEs shall be subject to Section 3.4(a)(ii) above and (yz) in no event will BMS have the right to increase the number of Ambrx FTEs at any time during the Research Term to exceed eight six (8) 6) FTEs in total without Ambrx’s prior written consent. The FTE Rate during the Research Term for up to eight six (8) 6) FTEs shall be [***] per FTE per yearyear for the 1st Research Year and such FTE Rate for each subsequent Research Year shall be increased by [***] each Research Year. The FTE Rate during the Research Term for any FTEs in excess of eight six (8) 6) FTEs in a given year shall be [***] per FTE per yearyear for the 1st Research Year and such FTE Rate for each subsequent Research Year shall be increased by [***] each Research Year. Any changes to the Research Plan and assignment and allocation of work to be performed by the BMS-funded Ambrx FTEs shall require the approval of the JRC, provided that if the JRC is unable to reach consensus, BMS shall have final decision making authority, subject to Section 3.33.3 and this Section 3.4. In exercising such final decision making authority, BMS shall not have the right to amend the terms and conditions of this Agreement. For clarity, the number of BMS-funded Ambrx FTEs will be consistent with the amount of work required under the Research Plan, subject to Ambrx’s right to approve any Ambrx FTEs in excess of eight (8) FTEs in total. At least six (6) months prior to the beginning of FTEs in total at any extension of time during the Research Term, the JRC will make a nonbinding, good faith estimate of the number of Ambrx FTEs to be provided and funded by BMS to perform the Research Program during such extension of the Research Term. At least three (3) months prior to the beginning of any extension of the Research Term, the JRC shall determine the number of Ambrx FTEs to be provided and funded by BMS to perform the Research Program during such Research Year of the Research Term, provided that if the JRC is unable to reach consensus, BMS shall have final decision making authority with respect to the number of BMS funded Ambrx FTEs, subject to Section 3.3 and this Section 3.4.

Changes to the Number of Funded FTEs. If the activities contemplated by the Research Plan at any time do not justify the number of Ambrx FTEs allocated to the Research Program, the Parties will work in good faith to mutually agree to modify the scope of the Research Plan or adjust the number of BMS-funded Ambrx FTEs. Unless the Parties otherwise agree in writing, any changes requested by BMS to the number of BMS-funded Ambrx FTEs (whether a decrease or an increase) during the Research Term shall require that BMS provide Ambrx with six (6) months prior written notice before such change in the number of BMS-funded Ambrx FTEs becomes effective, provided that (x) any increase in the number of BMS-funded Ambrx FTEs above the number of BMS-funded Ambrx FTEs set forth in the initial Research Initial ARX618 Plan as of the Effective Date shall be subject to the availability of such additional Ambrx FTEs (provided that Ambrx shall use Diligent Efforts to hire and otherwise make available such additional FTEs) and (y) in no event will BMS have the right to increase the number of Ambrx FTEs to exceed eight (8) FTEs in total without Ambrx’s prior written consent. The FTE Rate during the Research Term for up to eight (8) FTEs shall be be[***] per FTE per year. The FTE Rate during the Research Term for any FTEs in excess of eight (8) FTEs in a given year shall be [***] per FTE per year. Any changes to the Research Plan and assignment and allocation of work to be performed by the BMS-funded Ambrx FTEs shall require the approval of the JRC, provided that if the JRC is unable to reach consensus, BMS shall have final decision making authority, subject to Section 3.3. In exercising such final decision making authority, BMS shall not have the right to amend the terms and conditions of this Agreement. For clarity, the number of BMS-funded Ambrx FTEs will be consistent with *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. the amount of work required under the Research Plan, subject to Ambrx’s right to approve any Ambrx FTEs in excess of eight (8) FTEs in total. At least six (6) months prior to the beginning of any extension of the Research Term, the JRC will make a nonbinding, good faith estimate of the number of Ambrx FTEs to be provided and funded by BMS to perform the Research Program during such extension of the Research Term. At least three (3) months prior to the beginning of any extension of the Research Term, the JRC shall determine the number of Ambrx FTEs to be provided and funded by BMS to perform the Research Program during such Research Year of the Research Term, provided that if the JRC is unable to reach consensus, BMS shall have final decision making authority with respect to the number of BMS funded Ambrx FTEs, subject to Section 3.3 and this Section 3.4.