Common use of FTE Commitment Clause in Contracts

FTE Commitment. During the Research Term, C4T shall provide, subject to FTE funding by Calico, (i) up to a maximum of [***] FTEs from the period commencing upon the initiation of the Research Term, and ending upon the achievement of the Lead Series Criteria, and (ii) up to a maximum of [***] FTEs during the period commencing upon the achievement of the Lead Series Criteria and ending upon the achievement of the Development Candidate Criteria, in each case per Collaboration Target for which a Joint Research Plan is initiated at the FTE Rate. In addition, C4T shall provide, subject to FTE funding by Calico, up to [***] FTEs per Collaboration Target for Target Evaluation Research Plans at the FTE Rate. All FTEs committed by C4T hereunder shall be fully dedicated to (i.e., solely working on) work to be performed under this Agreement unless a full FTE is not necessary; no time of any FTE working on projects other than as provided hereunder shall be credited toward C4T’s commitments above. C4T shall ensure that personnel providing work under each Joint Research Plan shall have skills and expertise no less than personnel working on C4T internal projects, set forth in Article 4. Prior to using personnel on a Joint Research Plan, C4T shall provide to Calico the background and expertise of such personnel and reasonably consider Calico’s input regarding the appropriateness of such personnel. The exact number of FTEs and their roles shall be discussed and agreed upon by the JRC and specified in each Joint Research Plan. Payment for such FTEs shall be made in accordance with Section 7.4. Should the Lead Series Criteria or Development Candidate Criteria, respectively, not be sufficiently met as judged by the JRC, then the Parties, via their Research Plan Representatives, shall agree on further activities under such Joint Research Plan designed to meet Lead Series Criteria or Development Candidate Criteria, respectively; provided that neither Party shall be obligated to incur additional expenses with respect to such further activities without their consent. However, if Calico agrees to reimburse C4T for such additional expenses, then C4T shall perform such further activities as requested by Calico.

FTE Commitment. During Throughout the Research Term, C4T shall provide, subject Target Nomination Period Adimab will make available to FTE funding by Calico, dedicate to the Collaboration a minimum of one (i1) up to a maximum campaign team consisting of [***] FTEs from (to avoid doubt, individual scientific personnel may rotate on and off the period commencing upon the initiation campaign team and any given FTE may consist of the time of more than one person (for non-limiting example, two half-time people)). During the Target Nomination Period Adimab will devote such FTEs to performing Research Term, Programs to the extent there are Research Programs (and ending upon applicable Arsanis Materials received to enable Adimab performance). During the achievement of the Lead Series Criteria, and (ii) up to a maximum of Target Nomination Period more than [***] FTEs may be performing activities under the Research Programs at any given time, however, the total number of FTEs performing such activities shall not exceed [**] FTEs on average in any [**] month period without the prior written consent of both Parties. No later than [**] months prior to the expiration of the Target Nomination Period, Arsanis shall notify Adimab in writing of those Research Programs that Arsanis elects (in its sole discretion) to pursue during the period commencing upon the achievement Tail Period (or any portion thereof) and Adimab will provide Arsanis with a schedule of the Lead Series Criteria and ending upon FTE usage required by Adimab to complete such Research Programs. During the achievement Tail Period Adimab will devote the number of FTEs required to complete such Research Programs, however, Adimab’s aggregate FTE commitment during the Development Candidate Criteria, in each case per Collaboration Target for which a Joint Research Plan is initiated at the FTE Rate. In addition, C4T Tail Period shall provide, subject to FTE funding by Calico, up to not exceed [***] FTEs per Collaboration year over such period taken as a whole unless agreed by the Parties in writing. Adimab shall not be required during the Target for Target Evaluation Nomination Period or during the Tail Period to devote any FTEs to performing Research Plans at the FTE Rate. All FTEs committed by C4T hereunder shall be fully dedicated to (i.e.Programs, solely working on) work to be performed under this Agreement unless a full FTE is not necessary; no time of any FTE working on projects other than as provided hereunder shall be credited toward C4T’s commitments above. C4T shall ensure that personnel providing work FTEs funded by Arsanis under each Joint Research Plan shall have skills and expertise no less than personnel working on C4T internal projects, set forth in Article 4. Prior to using personnel on a Joint Research Plan, C4T shall provide to Calico the background and expertise of such personnel and reasonably consider Calico’s input regarding the appropriateness of such personnel. The exact number of FTEs and their roles shall be discussed and agreed upon by the JRC and specified in each Joint Research Plan. Payment for such FTEs shall be made in accordance with Section 7.4. Should the Lead Series Criteria or Development Candidate Criteria, respectively, not be sufficiently met as judged by the JRC, then the Parties, via their Research Plan Representatives, shall agree on further activities under such Joint Research Plan designed to meet Lead Series Criteria or Development Candidate Criteria, respectively; provided that neither Party shall be obligated to incur additional expenses with respect to such further activities without their consent. However, if Calico agrees to reimburse C4T for such additional expenses, then C4T shall perform such further activities as requested by Calico4.2.

FTE Commitment. During Throughout the Research TermTarget Nomination Period, C4T shall provide, subject Adimab will make available to FTE funding by Calico, (i) up dedicate to the Collaboration a maximum minimum of [***] campaign team consisting of [***] FTEs from in the period commencing upon aggregate (to avoid doubt, individual scientific personnel may rotate on and off the initiation campaign team and any given FTE may consist of the time of more than one person (for non-limiting example, two half-time people)). During the Target Nomination Period, Adimab will devote such FTEs to performing Research TermPrograms to the extent there are Research Programs (and applicable Kairos Materials received to enable Adimab performance). During the Target Nomination Period, and ending upon the achievement of the Lead Series Criteria, and (ii) up to a maximum of more than [***] FTEs may be performing activities under the Research Programs at any given time; provided, however, that the total number of FTEs performing such activities shall not exceed [***] FTEs on average in any calendar quarter without the prior written consent of both Parties; and provided, further, however, that Adimab shall not be required to expend more than [***] FTEs in any calendar quarter if Kairos declines to so consent, regardless of the requirements or commitments set forth in a Research Plan or the resources required to perform such Research Program. No later than [***] months prior to the expiration of the Target Nomination Period, Kairos shall notify Adimab in writing of those Research Programs that Kairos elects (in its sole discretion) to pursue during the period commencing upon the achievement Tail Period (or any portion thereof) and Adimab will provide Kairos with a schedule of the Lead Series Criteria and ending upon FTE usage required by Adimab to continue such Research Programs during the achievement of Tail Period, which schedule will be based on the Development Candidate Criteria, in each case per Collaboration Target for which a Joint then-current Research Plan is initiated at for such Research Programs. If Kairos so elects, during the Tail Period Adimab will devote the number of FTEs set forth on such schedule; provided, however, that Adimab’s aggregate FTE Rate. In addition, C4T commitment during the Tail Period shall provide, subject to FTE funding by Calico, up to not exceed [***] FTEs per Collaboration Target for Target Evaluation Research Plans at year over such period taken as a whole without the FTE Rate. All prior written consent of both Parties; and provided, further, however, that Adimab shall not be required to expend more than [***] FTEs committed by C4T hereunder shall be fully dedicated in such calendar quarter if Kairos declines to (i.e.so consent, solely working on) work to be performed under this Agreement unless a full FTE is not necessary; no time regardless of any FTE working on projects other than as provided hereunder shall be credited toward C4T’s the requirements or commitments above. C4T shall ensure that personnel providing work under each Joint Research Plan shall have skills and expertise no less than personnel working on C4T internal projects, set forth in Article 4a Research Plan or the resources required to perform such Research Program. Prior to using personnel on a Joint Research Plan, C4T Adimab shall provide to Calico the background and expertise of such personnel and reasonably consider Calico’s input regarding the appropriateness of such personnel. The exact number of FTEs and their roles shall be discussed and agreed upon by the JRC and specified in each Joint Research Plan. Payment for such FTEs shall be made in accordance with Section 7.4. Should the Lead Series Criteria or Development Candidate Criteria, respectively, not be sufficiently met as judged required during the Target Nomination Period or during the Tail Period to devote any FTEs to performing Research Programs, other than FTEs funded by the JRC, then the Parties, via their Research Plan Representatives, shall agree on further activities Kairos under such Joint Research Plan designed to meet Lead Series Criteria or Development Candidate Criteria, respectively; provided that neither Party shall be obligated to incur additional expenses with respect to such further activities without their consent. However, if Calico agrees to reimburse C4T for such additional expenses, then C4T shall perform such further activities as requested by CalicoSection 4.2.