Common use of FTE and Research Funding Clause in Contracts

FTE and Research Funding. 3.4.1 During the Research Collaboration Term, Zealand Pharma and BI shall each devote to the Research Collaboration up to [***] FTEs, in accordance with the Research Plan, provided, however, that the JRC shall have the right, upon mutual agreement, to temporarily reduce this FTE number, and allocate the corresponding amounts for the funding of external studies as/if required according to the Research Plan. In such case, the Party for which the FTE count is reduced will be responsible for the payment of such external cost and, if the Party for which the FTE count is reduced is Zealand Pharma, such payments shall be made out of the advance payments set forth below. For the performance of the research activities in accordance with the Research Plan, BI shall pay, after receipt of the respective Invoices bearing the remark “Advance Payment,” (i) an amount of [***] upon [***], (ii) [***] no later than six (6) months after the Effective Date, and (iii) in the event of an extension of the duration of the Research Collaboration Term, no later than [***], the amount determined [***]. Except as provided otherwise in Article 12, no additional payments shall be made by BI to Zealand Pharma for the conduct of the Research Collaboration, including but not limited to any costs for the use of Zealand Pharma’s laboratory equipment or any other supplies. Zealand Pharma shall not subcontract any work or activities under the Research Collaboration to any Third Party, without BI’s prior written consent, not to be unreasonably withheld, provided that such consent shall not be required for (a) activities designated for subcontracting in any Research Plan or subcontracting specified in any cost estimate included in this Agreement or otherwise approved by BI, or (b) activities taken in the ordinary course of business consistent with past practice, including without limitation chemistry-related activities. Zealand Pharma shall provide BI with quarterly Invoices stating the amounts incurred for FTE and Third Party costs, with a reconciliation to the FTE Rate, and list all additional expenses incurred that were agreed for the funding of external studies as required according to the Research Plan. The Invoices shall include a summary line showing a credit for the respective allocated amount of the advance payment applied, including a remark “already paid by advance payment.” Invoices of Third Parties relating to these additional expenses shall be provided to BI as supporting documentation. Such Invoices shall be provided to BI within thirty (30) days after the end of each Calendar Quarter. [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. 3.4.2 Zealand Pharma shall provide BI with quarterly reports outlining in reasonable detail the activities of the FTEs performed within such time period, including the respective allocated time for such activities. Such reports shall be provided to BI within thirty (30) days after the end of each Calendar Quarter. 3.4.3 In the event that any advance payment made for the Research Collaboration is not fully applied, the remaining amount shall be carried forward and may be applied to any subsequent period or to any further research activities by Zealand Pharma as approved by the JRC. In the event that Zealand Pharma has not applied the full amount paid by BI in advance for use in the Research Collaboration by the later of[***], the remaining amount not incurred or paid by Zealand Pharma or required to be expended to wind-down in an orderly manner the Research Collaboration and any other approved research activities, or allocable to non-cancelable costs incurred in accordance with the Research Collaboration and any other approved research activities, shall be re-funded to BI within [***] after the end of the Research Collaboration Term. 3.4.4 In the event that the FTE and Third Party costs incurred by Zealand Pharma [***] exceed the advance payment made for this period, Zealand Pharma shall have the option, but not the obligation, to continue to incur FTE and Third Party costs, which will be applied against the advance payment made in respect of the subsequent [***]. Such projected overrun shall be notified to and approved by the JRC. 3.4.5 In the event of an early termination of the Research Collaboration in accordance with Section 3.3.2, Zealand Pharma shall refund within sixty (60) days any FTE funding already paid by BI and not incurred or paid by Zealand Pharma or required to be expended to wind-down in an orderly manner the Research Collaboration and any other approved research activities, or allocable to non-cancelable costs incurred in accordance with the Research Collaboration and any other approved research activities, prior to the date such notice of termination was given. No further payments by BI in respect of the terminated Research Collaboration and any other approved research activities shall be due.

FTE and Research Funding. 3.4.1 3.4.1. During the Research Collaboration Term, Zealand Pharma and BI shall each devote to the Research Collaboration up to [***] FTEs, in accordance with the Research Plan, provided, however, that the JRC shall have the right, upon mutual agreement, to temporarily reduce this FTE number, and allocate the corresponding amounts amount for the funding [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. of external studies as/if required according to the Research Plan. In such case, the Party for which the FTE count is reduced will Zealand Pharma would be responsible for the payment of such external cost and, if the Party for which the FTE count is reduced is Zealand Pharma, such payments shall be made out of the advance payments set forth below. For the performance of the research activities in accordance with the Research Plan, BI shall s all pay, after receipt of the respective Invoices bearing the remark “Advance Payment,” Invoices, (i) an amount of [***] upon within [***]] from the Effective Date, and (ii) [***] no later than six (6) months after on the Effective Date, and (iii) in the event of an extension first anniversary of the duration of first payment in accordance with Section 3.4.1(i). Such Invoices shall bear the Research Collaboration Term, no later than [***], the amount determined [***]remark “Advance Payment”. Except as provided otherwise in Article 12, no additional payments shall be made by BI to Zealand Pharma for the conduct of the Research Collaboration, including but not limited to any costs for the use of Zealand Pharma’s laboratory equipment or any other supplies. Zealand Pharma shall not subcontract any work or activities under the Research Collaboration to any Third Party, Party without BI’s prior written consent, not to be unreasonably withheld, provided that such consent shall not be required for (a) activities designated for subcontracting in any Research Plan or subcontracting specified in any cost estimate included in this Agreement or otherwise approved by BI, or (b) activities taken in the ordinary course of business consistent with past practice, including without limitation chemistry-related activities. Zealand Pharma shall provide BI with quarterly Invoices stating the amounts incurred for FTE and Third Party costs, with a reconciliation to the FTE Rate, and list all additional expenses incurred that were agreed for the funding of external studies as required according to the Research Plan. The Invoices shall include a summary line showing a credit an edit for the respective allocated amount of the advance payment applied, including a remark “already paid by advance payment.” Invoices of Third Parties relating to these additional expenses shall be provided to BI as supporting documentation. Such Invoices shall be provided to BI within thirty (30) days after the end of each Calendar Quarter. [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. 3.4.2 3.4.2. Zealand Pharma shall provide BI with quarterly reports outlining in reasonable detail the activities of the FTEs performed within such time period, including the respective allocated time for such activities. Such reports shall be provided to BI within thirty (30) days after the end of each Calendar Quarter. 3.4.3 3.4.3. In the event that any the advance payment made for the Research Collaboration of [***] is not fully applied, the remaining amount shall be carried forward and may be applied to any subsequent period or o to any further research activities by Zealand Pharma as approved by the JRC. In the event that Zealand Pharma has not applied the full amount paid by BI in advance for the use in the Research Collaboration by the later ofof [***], the remaining amount not incurred or paid by Zealand Pharma or required to be expended to wind-down in an orderly manner the Research Collaboration and any other approved research activities, or allocable to non-cancelable costs incurred in accordance with the Research Collaboration and any other approved [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. research activities, shall be re-funded to BI within [***] ]after the end of the Research Collaboration Term. 3.4.4 3.4.4. In the event that the FTE and Third Party costs incurred by Zealand Pharma for the [***] period exceed the advance payment made for this periodof [***], Zealand Pharma shall have the option, but not the obligation, obligation to continue to incur FTE and Third Party costs, which will be applied against the advance [***]payment made in respect of the subsequent [***]. Such projected overrun shall be notified to and approved by the JRC. 3.4.5 3.4.5. In the event of an early termination of the Research Collaboration in accordance with Section 3.3.2, Zealand Pharma shall refund within sixty (60) days any FTE funding already paid by BI and not incurred or paid by Zealand Pharma or required to be expended to wind-down in an orderly manner the Research Collaboration and any other offer approved research activities, or allocable to non-cancelable costs incurred in accordance with the Research Collaboration and any other approved research activities, prior to the date such notice of termination was given. No further payments by BI in respect of the terminated Research Collaboration and any other approved research activities shall be due.

FTE and Research Funding. 3.4.1 3.4.1. During the Research Collaboration Term, Zealand Pharma and BI shall each devote to the Research Collaboration up to [***] FTEs, in accordance with the Research Plan, provided, however, that the JRC shall have the right, upon mutual agreement, to temporarily reduce this FTE number, and allocate the corresponding amounts amount for the funding of external studies as/if required according to the Research Plan. In such case, the Party for which the FTE count is reduced will Zealand Pharma would be responsible for the payment of such external cost and, if the Party for which the FTE count is reduced is Zealand Pharma, such payments shall be made out of the advance payments set forth below. For the performance of the research activities in accordance with the Research Plan, BI shall s all pay, after receipt of the respective Invoices, [***]. Such Invoices bearing shall bear the remark “Advance Payment,” (i) an amount of [***] upon [***], (ii) [***] no later than six (6) months after the Effective Date, and (iii) in the event of an extension of the duration of the Research Collaboration Term, no later than [***], the amount determined [***]”. Except as provided otherwise in Article 12, no additional payments shall be made by BI to Zealand Pharma for the conduct of the Research Collaboration, including but not limited to any costs for the use of Zealand Pharma’s laboratory equipment or any other supplies. Zealand Pharma shall not subcontract any work or activities under the Research Collaboration to any Third Party, Party without BI’s prior written consent, not to be unreasonably withheld, provided that such consent shall not be required for (a) activities designated for subcontracting in any Research Plan or subcontracting specified in any cost estimate included in this Agreement or otherwise approved by BI, or (b) activities taken in the ordinary course of business consistent with past practice, including without limitation chemistry-related activities. Zealand Pharma shall provide BI with quarterly Invoices stating the amounts incurred for FTE and Third Party costs, with a reconciliation to the FTE Rate, and list all additional expenses incurred that were agreed for the funding of external studies as required according to the Research Plan. The Invoices shall include a summary line showing a credit an edit for the respective allocated amount of the advance payment applied, including a remark “already paid by advance payment.” Invoices of Third Parties relating to these additional expenses shall be provided to BI as supporting documentation. Such Invoices shall be provided to BI within thirty (30) days after the end of each Calendar Quarter. [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. relating to these additional expenses shall be provided to BI as supporting documentation. Such Invoices shall be provided to BI within thirty (30) days after the end of each Calendar Quarter. 3.4.2 3.4.2. Zealand Pharma shall provide BI with quarterly reports outlining in reasonable detail the activities of the FTEs performed within such time period, including the respective allocated time for such activities. Such reports shall be provided to BI within thirty (30) days after the end of each Calendar Quarter. 3.4.3 3.4.3. In the event that any the advance payment made for the Research Collaboration of [***] is not fully applied, the remaining amount shall be carried forward and may be applied to any subsequent period or o to any further research activities by Zealand Pharma as approved by the JRC. In the event that Zealand Pharma has not applied the full amount paid by BI in advance for use in the Research Collaboration by the later of[***], the remaining amount not incurred or paid by Zealand Pharma or required to be expended to wind-down in an orderly manner the Research Collaboration and any other approved research activities, or allocable to non-cancelable costs incurred in accordance with the Research Collaboration and any other approved research activities, shall be re-funded to BI within [***] after the end of the Research Collaboration Term]. 3.4.4 3.4.4. In the event that the FTE and Third Party costs incurred by Zealand Pharma for [***] exceed the advance payment made for this periodof [***], Zealand Pharma shall have the option, but not the obligation, obligation to continue to incur FTE and Third Party costs, which will be applied against the advance payment made in respect of the subsequent [***]. Such projected overrun shall be notified to and approved by the JRC. 3.4.5 3.4.5. In the event of an early termination of the Research Collaboration in accordance with Section 3.3.2, Zealand Pharma shall refund within sixty (60) days any FTE funding already paid by BI and not incurred or paid by Zealand Pharma or required to be expended to wind-down in an orderly manner the Research Collaboration and any other offer approved research activities, or allocable to non-cancelable costs incurred in accordance with the Research Collaboration and any other approved research activities, prior to the date such notice of termination was given. No further payments by BI in respect of the terminated Research Collaboration and any other approved research activities shall be due[***].

FTE and Research Funding. 3.4.1 During the Research Collaboration Term, Zealand Pharma and BI shall each devote to the Research Collaboration up to [***] FTEs, in accordance with the Research Plan, provided, however, that the JRC shall have the right, upon mutual agreement, to temporarily reduce this FTE number, and allocate the corresponding amounts for the funding of external studies as/if required according to the Research Plan. In such case, the Party for which the FTE count is reduced will be responsible for the payment of such external cost and, if the Party for which the FTE count is reduced is Zealand Pharma, such payments shall be made out of the advance payments set forth below. For the performance of the research activities in accordance with the Research Plan, BI shall pay, after receipt of the respective Invoices bearing the remark “Advance Payment,” (i) an amount of [***] upon [***], (ii) [***] no later than six (6) months after the Effective Date, and (iii) in the event of an extension of the duration of the Research Collaboration Term, no later than [***], the amount determined [***]. Except as provided otherwise in Article 12, no additional payments shall be made by BI to Zealand Pharma for the conduct of the Research Collaboration, including but not limited to any costs for the use of Zealand Pharma’s laboratory equipment or any other supplies. Zealand Pharma shall not subcontract any work or activities under the Research Collaboration to any Third Party, without BI’s prior written consent, not to be unreasonably withheld, provided that such consent shall not be required for (a) activities designated for subcontracting in any Research Plan or subcontracting specified in any cost estimate included in this Agreement or otherwise approved by BI, or (b) activities taken in the ordinary course of business consistent with past practice, including without limitation chemistry-related activities. Zealand Pharma shall provide BI with quarterly Invoices stating the amounts incurred for FTE and Third Party costs, with a reconciliation to the FTE Rate, and list all additional expenses incurred that were agreed for the funding of external studies as required according to the Research Plan. The Invoices shall include a summary line showing a credit for the respective allocated amount of the advance payment applied, including a remark “already paid by advance payment.” Invoices of Third Parties relating to these additional expenses shall be provided to BI as supporting documentation. Such Invoices shall be provided to BI within thirty (30) days after the end of each Calendar Quarter. [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. 3.4.2 Zealand Pharma shall provide BI with quarterly reports outlining in reasonable detail the activities of the FTEs performed within such time period, including the respective allocated time for such activities. Such reports shall be provided to BI within thirty (30) days after the end of each Calendar Quarter. 3.4.3 In the event that any advance payment made for the Research Collaboration is not fully applied, the remaining amount shall be carried forward and may be applied to any subsequent period or to any further research activities by [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. Zealand Pharma as approved by the JRC. In the event that Zealand Pharma has not applied the full amount paid by BI in advance for use in the Research Collaboration by the later of[***]of the end of the Research Collaboration Term and the completion of any other approved research activities, the remaining amount not incurred or paid by Zealand Pharma or required to be expended to wind-down in an orderly manner the Research Collaboration and any other approved research activities, or allocable to non-cancelable costs incurred in accordance with the Research Collaboration and any other approved research activities, shall be re-funded to BI within [***] sixty (60) days after the end of the Research Collaboration Term. 3.4.4 In the event that the FTE and Third Party costs incurred by Zealand Pharma [***] exceed the advance payment made for this period, Zealand Pharma shall have the option, but not the obligation, to continue to incur FTE and Third Party costs, which will be applied against the advance payment made in respect of the subsequent [***]. Such projected overrun shall be notified to and approved by the JRC. 3.4.5 In the event of an early termination of the Research Collaboration in accordance with Section 3.3.2, Zealand Pharma shall refund within sixty (60) days any FTE funding already paid by BI and not incurred or paid by Zealand Pharma or required to be expended to wind-down in an orderly manner the Research Collaboration and any other approved research activities, or allocable to non-cancelable costs incurred in accordance with the Research Collaboration and any other approved research activities, prior to the date such notice of termination was given. No further payments by BI in respect of the terminated Research Collaboration and any other approved research activities shall be due.