Common use of FTE Funding; Research Program Costs Clause in Contracts

FTE Funding; Research Program Costs. Ambrx will bear its own costs, including costs related to routine laboratory supplies and applicable overhead costs, in performing its obligations under the Research Program, provided that, subject to the terms and conditions of this Agreement (including this Section 3.4(c)), BMS will make a payment to Ambrx for the BMS-funded Ambrx FTEs and Third Party Costs specified in the Budget, as may be amended in accordance with Section 3.3 and this Section 3.4 (such FTE and Third Party Costs being the “Research Program Costs”). The number of BMS-funded Ambrx FTEs shall be established in accordance with Section 3.4(a) and (b), and BMS shall fund such Ambrx FTEs at the FTE Rate. Such FTE payment obligation of BMS will be ***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. subject to Ambrx providing such qualified FTE scientists. Such FTE payment obligation shall be payable in advance on a calendar quarter-to-calendar quarter basis due within [***] after the first day of the applicable calendar quarter; provided, however, that the payments for the first calendar quarter and the last calendar quarter of the Research Program Term shall be made on a pro rata basis. No later than thirty (30) days following the end of each calendar quarter, Ambrx will provide BMS with a report of the number of FTEs assigned to the Research Program with a summary of their activities. Ambrx shall report to BMS a listing of the Ambrx scientists comprising such FTEs and their percentage of time devoted to working on the Research Program. If BMS has concern regarding any specific scientist assigned to the Research Program, such concerns shall be communicated to the JRC for its consideration. Ambrx shall invoice BMS for the Third Party Costs incurred by Ambrx for a given calendar quarter within forty-five (45) days following the end of such calendar quarter. Subject to this Section 3.4(c), such invoice for such Third Party Costs reimbursable by BMS shall be payable within forty-five (45) days after BMS receives such invoice. With respect to any particular line item of Third Party Cost incurred by Ambrx, BMS shall not be responsible for payment to Ambrx for such line item of cost incurred that is in excess of [***] of the amount specified for such line item of cost in the Budget, unless BMS agrees otherwise in writing. For clarity, the limitations on reimbursement of Third Party Costs discussed in the immediately preceding sentence shall not affect Ambrx’s ability to be reimbursed for amounts that are included as line items for a calendar quarter, but due to timing differences, are incurred in a calendar quarter other than the one in which they were originally budgeted, so long as such Third Party Costs do not exceed the budgeted line item amount in the aggregate.

FTE Funding; Research Program Costs. Ambrx will bear its own costs, including costs related to routine laboratory supplies and applicable overhead costs, in performing its obligations under the Research Program, provided that, subject to the terms and conditions of this Agreement (including this Section 3.4(c)), BMS will make a payment to Ambrx for the BMS-funded Ambrx FTEs and Third Party Costs specified in the Budget, as may be amended in accordance with Section 3.3 and this Section 3.4 (such FTE and Third Party Costs being the “Research Program Costs”). The number of BMS-funded Ambrx FTEs shall be established in accordance with Section 3.4(a) and (b), and BMS shall fund such Ambrx FTEs at the FTE Rate. Such FTE payment obligation of BMS will be ***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. subject to Ambrx providing such qualified FTE scientists. Such FTE payment obligation shall be payable in advance on a calendar quarter-to-calendar quarter basis due within [***] forty-five (45) days after the first day of the applicable calendar quarter; provided, however, that the payments for the first calendar quarter and the last calendar quarter of the Research Program Term shall be made on a pro rata basis. No later than thirty (30) days following the end of each calendar quarter, Ambrx will provide BMS with a report of the number of FTEs assigned to the Research Program with a summary of their activities. Ambrx shall report to BMS a listing of the Ambrx scientists comprising such FTEs and their percentage of time devoted to working on the Research Program. If BMS has concern regarding any specific scientist assigned to the Research Program, such concerns shall be communicated to the JRC for its consideration. Ambrx shall invoice BMS for the Third Party Costs incurred by Ambrx for a given calendar quarter within forty-five (45) days following the end of such calendar quarter. Subject to this Section 3.4(c), such invoice for such Third Party Costs reimbursable by BMS shall be payable within forty-five (45) days after BMS receives such invoice. With respect to any particular line item of Third Party Cost incurred by Ambrx, BMS shall not be responsible for payment to Ambrx for such line item of cost incurred that is in excess of [***] of the amount specified for such line item of cost in the Budget, unless BMS agrees otherwise in writing. For clarity, the limitations on reimbursement of Third Party Costs discussed in the immediately preceding sentence shall not affect Ambrx’s ability to be reimbursed for amounts that are included as line items for a calendar quarter, but due to timing differences, are incurred in a calendar quarter other than the one in which they were originally budgeted, so long as such Third Party Costs do not exceed the budgeted line item amount in the aggregate.