FTE Costs. Beginning on the first day of the third year of the Research Program Term and on the first day of each subsequent Calendar Quarter during the Research Program Term, Abbott shall make a payment equal to ​ (“Quarterly Research Payment”, which is equal to ​ per Calendar Year (the “Annual Research Payment”)). For the third year of the Research Program Term (and any subsequent years of the Research Program Term, if extended as per Section 3.8), Enanta shall provide Abbott with an annual reconciliation statement that specifies the actual number of FTEs for that third (and subsequent, if applicable) year of the Research Program Tenn. If, with respect to that third (and subsequent, if applicable) year of the Research Program Term, the FTE Cost attributable to the number of FTEs specified in the annual reconciliation statement for such third (and subsequent, if applicable) year of the Research Program Term is less than the Annual Research Payment for such third (and subsequent, if applicable) year of the Research Program Term, Abbott shall have the right to apply the excess paid by it towards the FTE Cost due to Enanta in subsequent years of the Research Program Teini, if any, until such balance is zero. If the Research Program Term ends before such balance is zero, Enanta will pay such excess payment to Abbott within thirty (30) days after the end of the Research Program Term. If, with respect to that third (and subsequent, if applicable) year of the Research Program Term, the FTE Cost attributable to the number of FTEs specified in the annual reconciliation statement for such third (and subsequent, if applicable) year of the Research Program Term is more than the Annual Research Payment for such third (and subsequent, if applicable) year of the Research Program Term, Enanta shall be solely responsible for such excess FTE Cost.

“GCP” means the applicable then-current ethical and scientific quality standards for designing, conducting, overseeing, monitoring, recording, and reporting trials that involve the participation of human subjects as are required by applicable Regulatory Authorities or Applicable Law in the relevant jurisdiction, including in the United States the regulations at 21 C.F.R. Parts 50, 54, 56, and 312 and FDA guidance documents (including Guideline for Good Clinical Practice – ICH Harmonized Tripartite Guideline (ICH E6)), and, outside the United States, Guidelines for Good Clinical Practice – ICH Harmonized Tripartite Guideline (ICH E6).

FTE Payments. During the Extended Research Program Term and Subsequent Extended Research Program Term (if applicable), Merck shall pay Sutro for the FTEs and material pass-through costs required to carry out the First Research Program activities as set forth in the Research Plan pursuant to [Section 2.3] of the Agreement.”

FTE Funding. [Section 3.4] is hereby deleted in its entirety and replaced with the following:

“FTE Costs” means the applicable number of FTE hours multiplied by the FTE Rate.

“FTE Rate” means ​, which represents the fully burdened rate for such FTE and includes all Included FTE Costs and Expenses for such FTE. ​.

“FTE Rate” means the rate of FTE costs actually incurred by [[Merus:Organization]] and agreed upon in advance by the Parties pursuant to the Research Budget, which shall not exceed ​ per FTE per Calendar Year. The FTE Rate includes costs of salaries, benefits, other human resources-related costs associated with the employment of employees, supplies ​.

“FTE Costs” means all costs and expenses for the employee providing the applicable services, which shall be calculated at the FTE Rate ​.

FTE Payment Terms. The payments for the funded FTEs under Section 6.2.1 shall be paid by Ono in arrears upon receipt of a proper invoice from [[Merus:Organization]] on a quarterly basis based on [[Merus:Organization]]’ actual work performed by qualified FTEs. Ono shall pay [[Merus:Organization]] such amount within ​ days of Ono’s receipt of the invoice.

review and recommend for the Parties’ consideration modifications to the FTE Rate and tracking of FTE Costs;