Common use of Staffing Level Clause in Contracts

Staffing Level. For each Year of the Research Term during which FTE Funding is $20.665 million, Diversa shall devote […***…] FTEs per Year (the “Staffing Level”) unless otherwise mutually agreed by the Parties. During any Year in which FTE Funding is less than $20.665 million as permitted under this Agreement, Diversa shall be entitled to decrease the Staffing Level ratably with the amount of the decrease in FTE Funding, in proportion to the percentage of FTEs allocated to Project Research and Directed Research. If FTE Funding is greater than $20.665 million during any Year during the Research Term, Diversa shall increase the Staffing Level ratably with the amount of such increase to carry out the Research Program unless otherwise mutually agreed by the Parties, in proportion to the percentage of FTEs allocated to Project Research and Directed Research. In no event shall Syngenta be obligated to pay more than $20.665 million per annum in FTE Funding in any Year without its prior written agreement, and in no event shall Diversa be obligated to increase the Staffing Level to more than […***…] FTEs in any Year without its prior written agreement except as otherwise provided in this Agreement. Diversa shall cooperate with Syngenta in adapting the skill set of Diversa’s FTEs to facilitate reasonable flexibility in the funding of research and development activities (but not “pass-through” development activities which would not involve Diversa employees (i.e. buying in or subcontracting for development capabilities)) of Directed Research and Project Research.