Common use of FTEs Clause in Contracts

FTEs. (a) Subject to BI’s payment of its research funding obligations set forth in Section 9.2, Vitae shall dedicate a minimum of ****FTE’s up to a maximum of ****FTE’s. BI acknowledges that any FTE’s that Vitae will use to satisfy its FTE obligations under this Agreement may be ****employees based in ****provided that no more than an average of ****employees are used to fulfill the minimum FTE requirements during any ****. For avoidance of doubt, Vitae shall determine, in its sole discretion (notwithstanding any other provision in this Agreement), the number of additional FTE’s (above ****) that Vitae shall dedicate to the Research Collaboration during the initial ****portion of the Research Term; and neither BI nor the Joint Steering Committee have authority to require Vitae to commit more than the minimum FTE requirement ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. specified above. Vitae shall secure all appropriate covenants, obligations and rights from ****including, but not limited to, confidentiality obligations, to ensure that ****is subject to, and ****can comply with, all of Vitae’s applicable covenants and obligations to BI under this Agreement. (b) The Parties may extend the Research Term by extending the Initial Research Funding Period as set forth in Section 9.2.2. (c) Vitae shall have no obligation to provide any FTE’s or perform any Research during any unfunded period of the Research Term (including unfunded portions of the extended Research Term), although Vitae may, at its sole discretion, agree to provide FTE resources during such time period in order to advance the Research Collaboration. For avoidance of doubt, during any unfunded period of the Research Term, notwithstanding any other provision of this Agreement, Vitae shall have the sole discretion to determine whether it will commit any FTE’s and, if it commits such FTE’s, how many FTE’s it will commit during such time period; and neither BI nor the Joint Steering Committee have authority to require Vitae to commit any FTE resources during such time period.

FTEs. Section 2.06(b) of the Agreement is hereby amended and restated in its entirety as follows: (ai) Subject As long as this Agreement is in full force and effect in its entirety and subject to BI’s payment of its research funding obligations set forth the Failure to Supply provisions in Section 9.2, Vitae shall dedicate a minimum of ****FTE’s up to a maximum of ****FTE’s16.02. BI acknowledges that any FTE’s that Vitae will use to satisfy its FTE obligations under this Agreement may be ****employees based in ****provided that no more than an average of ****employees are used to fulfill the minimum FTE requirements during any ****. For avoidance of doubt, Vitae shall determine, in its sole discretion (notwithstanding any other provision in this Agreement), the number of additional FTE’s (above ****) that Vitae shall dedicate to the Research Collaboration during the initial ****portion of the Research Term; and neither BI nor the Joint Steering Committee have authority to require Vitae to commit more than the minimum FTE requirement ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. specified above. Vitae shall secure all appropriate covenants, obligations and rights from ****including, but not limited to, confidentiality obligations, to ensure that ****is subject to, and ****can comply with, all of Vitae’s applicable covenants and obligations to BI under this Agreement. (b) The Parties may extend the Research Term by extending the Initial Research Funding Period as set forth in Section 9.2.2. (c) Vitae shall have no obligation to provide any FTE’s or perform any Research during any unfunded period of the Research Term (including unfunded portions of the extended Research Term), although Vitae may, at its sole discretion, agree to provide FTE resources during such time period in order to advance the Research Collaboration. For avoidance of doubt, during any unfunded period of the Research Term, notwithstanding any other provision of this Agreement, Vitae EES commits to allocate, during the Exclusive Period, at least [***Redacted***] field-based FTEs, as well as appropriate management support to the activities contemplated by this Agreement. Given and EES agree that the activities of the FTEs will initially be focused on market Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by “[***Redacted***]”, and the omitted text has been filed separately with the Securities and Exchange Commission. development and procedure adoption activities; provided that the parties will agree upon the basic job activities of the FTEs in each Marketing Plan. Failure to maintain the [***Redacted***] field-based FTEs shall have be considered a material breach of this Agreement within the sole discretion meaning of Section 14.05 below. (ii) In addition to determine whether it the [***Redacted***] FTEs set forth in 2.06(b)(i) above, EES will commit any FTEbe obligated to add [***Redacted***] for each instance where Given pays EES the Commission Threshold (as defined below) in [***Redacted***] consecutive calendar quarters; provided, however, EES will not be obligated to allocate more than [***Redacted***] FTEs to the activities covered by the Agreement. The initial Commission Threshold shall be $[***Redacted***] in commissions paid by Given to EES in a calendar quarter pursuant to Section 4.04 below. For each occurrence where EES adds [***Redacted***] pursuant to this Section 2.06(b)(ii), the Commission Threshold for per calendar quarter shall increase by $[***Redacted***]. During the Co-Exclusive Period EES’s andFTE commitment shall be reduced in proportion to the reduction in the commission paid to EES under Section 4.04. By way of example, if it commits such FTE’sEES has [***Redacted***] FTEs, how many FTE’s it a reduction in commission from 50% to 40% will commit during such time period; and neither BI nor the Joint Steering Committee have authority correspond to require Vitae a reduction of 20% in FTEs from [***Redacted***] to commit any FTE resources during such time period[***Redacted***].