definiens: . [COMPANY] FTE Cost shall mean the productobtained by multiplying ( a ) the number of full - time - equivalent person - years(each consisting of a total of [ * * ] ) of scientific, technical or managerial workby [COMPANY] personnel on or directly related to the Product Development Programby ( b ) an annual cost per full - time - equivalent person - year to be agreed by theParties in connection with the Proceed - to - PDP Determination, increased ordecreased annually by the percentage increase or decrease in the CPI as ofDecember 31 of the < PAGE > then most recently ended calendar year over the level of the CPI on December 31of the calendar year most recently ended prior to the Proceed - to - PDPDetermination ( i.e., the first such increase or decrease would occur on January1 of the calendar year following the calendar year in which the Proceed - to - PDPDetermination occurs )