Common use of Adjustment of Compensation Clause in Contracts

Adjustment of Compensation. At the time one party becomes the Lead Party or if the provisions of Sections 3.7 or 5.4 applies, the first event payment specified in Section 6.1 or Section 6.2, as applicable, will be adjusted with regard to the party with the higher Research Project Costs during the Research Phase. For this purpose, each party shall track its FTE costs and its Variable Costs. The adjustment of the first event payment will then be calculated as follows: Adjustment = [Variable Costs occurred for the project at Partner Party]-[Variable Costs occurred for the project at Lead Party] + [FTEs used by Partner Party] x **** — [FTEs used by Lead Party] x **** The adjustment shall be added to the first event payment number. For example, if the adjustment is -**** and Roche is the Lead Party, the first event payment is ****. The adjustment shall in no case exceed the amount of **** For the sake of clarity, the costs of activities carried out by either party prior to initiation of the Research Project and that are specific for the Research Plan shall be included in the Parties Research Project Costs. In the case of the Kv1.3 Research Project this would include the high throughput screening costs already incurred by EVOTEC.