definiens: means the fully burdened cost ( defined as overhead, salaries, bonuses and related payroll taxes and the cost of direct benefits ) to [COMPANY] of one full­time equivalent employee perfonning Development activities hereunder, which for clarity may 1061769 v21SF vary based on the duties ap.~c~)(~~Ei~~~~~()f,,~E~~,~~p.1()yee:!he [COMPANY] FTE Rate for each position will be fixed for~~~~~~~~~;l;()roI;UJ ~ i ~ fl¢Qli,~~7~*t~ ] . Thereafter the Parties will renegotiate the [COMPANY] FTE Ratefor each however the overhead for each pmmu.>n shall be no than ni'r::,~ [ t ) ' ~'k~~::'~n;!~:$~tm;I ~ I:':&~;:p'Q ~ ritj~~ii . ~:$~~;~:li, I~,p ~ l~;:4;¢,1~:t~(l, rn~~qtl~ Furthemlore, if during any calendar year greater than, full - time equivalent employees are required to perform Development activities and it is anticipated to continue for more than [ 3"rnGntl.l$j of the following year, the Parties will renegotiate the [COMPANY] FTE Rate for each position . If [COMPANY] reduces its total full - time equivalent employees such that it would impact the percentage of the total full - time equivalent employees performing Development activities, then [COMPANY] shall provide Lung Rx sixty ( 60 ) days advance written notice of such reduction . The methodology to be used in calculating the fully burdened cost referred to above shall be as elaborated in Exhibit A of this Agreement