Common use of FTE Funding Clause in Contracts

FTE Funding. (a) Galderma shall fund such number of NovaBay FTEs with respect to the research and development of Collaboration Products in the Field as Galderma may propose and the Coordination Committee shall agree from time to time (with neither Party having the final say with respect thereto, provided that Galderma shall agree to fund and the Coordination Committee shall agree to an average of [***] NovaBay FTEs during each of the first [***] years of the Continuation Period, for a minimum of [***] NovaBay FTEs during such [***] year period), and the allocation of such NovaBay FTEs shall be determined by the Coordination Committee; provided that unless otherwise agreed, (i) [***] of such funding shall be directed to activities under the Development Program and [***] directed to activities related to research activities outside of the Development Program, and (ii) the activities of any NovaBay FTEs funded pursuant to this Section 8.3.1(a) shall be integrated into the Development Plans. For clarity, Galderma shall have no obligation to propose any NovaBay FTEs for any particular period. Effective beginning with the calendar year 2010, the FTE Rate shall increase no more than once annually on January 1 of each year by the percentage increase, if any, in (A) salaries as reported for the current fiscal year by ▇▇▇▇▇▇▇ Surveys™ Quarterly Salary Increase Trend Survey (QSIT)--Biotechnology Edition Base Salary Increase Analysis for Exempt Employees (Current Fiscal Year Actual (Undiluted) Overall Increases Combined), or (B) the Consumer Price Index, for All Urban Consumers for the San Francisco Bay Area, as published by the U.S. Department of Labor, Bureau of Labor Statistics, in each case whichever increase is higher since the last such increase under this Section 8.3.1(a) (or in the case of the first such increase, the Effective Date) and such increase shall be effective on a going-forward basis for the then current and all subsequent Development Plans hereunder until further modified under this Section 8.3.1(a). Notwithstanding anything herein to the contrary and except for those activities of NovaBay pursuant to the Impetigo Plan for the Impetigo POC, NovaBay shall not have any obligation to perform any Development activities under this Agreement or incur any expenses with respect thereto if such activities are not funded by Galderma under this Section 8.3.1. Notwithstanding the foregoing, Galderma may fund additional NovaBay FTEs as set forth in this Section 8.3.1 upon the mutual agreement of the Parties; and NovaBay may incur additional FTE costs and other resources in support of activities with respect to the Field. (b) The payment of FTE funding shall be made in advance on a monthly basis. Unless otherwise specified, FTEs budgeted over a particular period will be deemed budgeted equally over such period.

FTE Funding. Nuvelo shall pay Archemix a minimum of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) per Contract Year (the “Minimum FTE Funding Requirement”) for Archemix Internal FTEs dedicated to conducting Research or any Development activities in accordance with Research Plans approved by Nuvelo, and any other activities conducted in accordance with an approved Research Plan or in conducting Development activities approved in writing by Nuvelo. For clarity, the Minimum FTE Funding shall be paid to Archemix regardless of whether or not (a) Galderma shall fund such a Research Plan has been approved by Nuvelo or (b) the number of NovaBay FTEs with respect contemplated by the Minimum FTE Funding Requirement are utilized in any Contract Year; provided, that, to the research and development extent that Nuvelo provides Archemix with a Research Plan that calls for Archemix Internal FTEs up to the Minimum FTE Funding Requirement for the purpose of Collaboration Products conducting Research or Development in the Field as Galderma may propose and Field, Archemix shall be required to provide the Coordination Committee shall agree from time to time (with neither Party having the final say with respect thereto, provided that Galderma shall agree to fund and the Coordination Committee shall agree to an average of [***] NovaBay FTEs during each of the first [***] years of the Continuation Period, for a minimum of [***] NovaBay FTEs during such [***] year period), and the allocation services of such NovaBay FTEs shall be determined as a condition to its entitlement to the Minimum FTE Funding Requirement. To the extent that Nuvelo requires Archemix Internal FTEs above the amount contemplated by the Coordination Committee; provided that unless otherwise agreed, Minimum FTE Funding Requirement such obligation to provide these additional FTE’s shall come only with (i) [***] of such funding shall be directed to activities under the Development Program and [***] directed to activities related to research activities outside of the Development Program, Archemix’s prior written consent and (ii) as part of an approved Research Plan. Unless otherwise stated herein, Nuvelo will have no other obligation to reimburse Archemix for any expenses Archemix incurs in connection with Archemix’s performance of Research under this Agreement. Notwithstanding any other provision hereof: (y) Archemix will have no obligation to engage any Third Party in Portions of this Exhibit were omitted and have been filed separately with the activities Secretary of any NovaBay FTEs funded the Commission pursuant to this Section 8.3.1(athe Company’s application requesting confidential treatment under Rule 406 of the Securities Act. its performance of the Research hereunder, and Nuvelo will have no obligation to reimburse Archemix for any such Third Party engagement, unless Nuvelo agrees in writing to reimburse Archemix for the costs associated with such Third Party contracts, and (z) shall be integrated into the Development Plans. For clarity, Galderma Archemix shall have no obligation to propose perform any NovaBay FTEs activities not identified in an agreed Research Plan, and Nuvelo will have no obligation to reimburse Archemix for any particular periodsuch activities. Effective beginning with Nuvelo will have no on-going obligation to fund any Research by Archemix after the calendar year 2010, the FTE Rate shall increase no more than once annually on January 1 of each year by the percentage increase, if any, in (A) salaries as reported for the current fiscal year by ▇▇▇▇▇▇▇ Surveys™ Quarterly Salary Increase Trend Survey (QSIT)--Biotechnology Edition Base Salary Increase Analysis for Exempt Employees (Current Fiscal Year Actual (Undiluted) Overall Increases Combined), or (B) the Consumer Price Index, for All Urban Consumers for the San Francisco Bay Area, as published by the U.S. Department of Labor, Bureau of Labor Statistics, in each case whichever increase is higher since the last such increase under this Section 8.3.1(a) (or in the case expiration of the first such increase, the Effective Date) and such increase shall be effective on a going-forward basis for the then current and all subsequent Development Plans hereunder until further modified under this Section 8.3.1(a). Notwithstanding anything herein to the contrary and except for those activities of NovaBay pursuant to the Impetigo Plan for the Impetigo POC, NovaBay shall not have any obligation to perform any Development activities under this Agreement or incur any expenses with respect thereto if such activities are not funded by Galderma under this Section 8.3.1. Notwithstanding the foregoing, Galderma may fund additional NovaBay FTEs as set forth in this Section 8.3.1 upon the mutual agreement of the Parties; and NovaBay may incur additional FTE costs and other resources in support of activities with respect to the FieldResearch Program Term. (b) The payment of FTE funding shall be made in advance on a monthly basis. Unless otherwise specified, FTEs budgeted over a particular period will be deemed budgeted equally over such period.