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 Records and Calculations. Each Party shall record and account for FTE efforts that are included in Reimbursable Development Expenses and Allowable US Expenses in accordance with this Agreement and in the same manner as used for other products developed by such Party. Each Party shall report such FTE effort to the JDC, JCC or JMC, as applicable, if requested (such request not to be more than on a ​ basis).

FTE Records and Calculations. Licensee will record and account for its FTE effort to the extent that such FTE efforts are included in Allowable Expenses. Licensee will allocate and maintain records of FTE effort incurred by it in the same manner as used for other products developed by Licensee.

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

FTE Records and Calculations. Licensee will record and account for its FTE effort to the extent that such FTE efforts are included in Development Costs or Launch Costs in accordance with the GDP with respect to Shared Products for the Profit Share Territory. Licensee will allocate and maintain records of FTE effort incurred by it in the same manner as used for other products developed by Licensee.

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.

Financial Records and Calculations. Zai Lab will maintain books, records and accounts that accurately and fairly reflect the transactions of Zai Lab under this Agreement and, in accordance with this Agreement, as are required to determine gross revenues, Net Sales, royalties or other amounts due under this Agreement. For any Calendar Quarter for which INCY issued to Zai Lab an invoice under [clause (a) of Section 7.9.4] (Royalty True Up Payments), INCY will maintain records as are required to show the highest royalty rate paid by INCY to Partner under the Partner License Agreement for such Calendar Quarter. For any Calendar Year for which INCY issued to Zai Lab an invoice under [clause (b) of Section 7.9.4] (Royalty True Up Payments), INCY will maintain records as are required to show the highest royalty rate paid by INCY to Partner under the Partner License Agreement for such Calendar Year. For any Calendar Quarter for which Licensed Product is supplied by or on behalf of INCY to Zai Lab, INCY will maintain records as are required to show ​ of such Licensed Product. The Party required to maintain such records will maintain such records until the later of # ​ years after the end of the period to which such records pertain, # the expiration of the applicable tax statute of limitations (or any extensions thereof), or # such longer period as may be required by Applicable Law. Each amount to be calculated or reported or paid under this Agreement will be determined from the books and records of ​, its Affiliates or Sublicensee, and each determination of the highest royalty rate paid by ​ to Partner under the Partner License Agreement will be determined from the books and records of INCY, its Affiliates, licensees, or sublicensees, in each case, that are maintained in accordance with US GAAP, IFRS or other accounting standard applicable to such entity as consistently applied.

“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).

Calculations. All calculations under this Section 8 shall be made by rounding to the nearest cent or the nearest 1/100th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.