General Partner’s return obligation set forth in the preceding sentence; provided, however, that in no event shall any carry recipient be required to return to the Fund an amount in excess of the aggregate distributions made to it that are attributable to the General Partner’s “carried interest” less tax distributions with respect thereto. Management Fee: The Fund will enter into a management agreement with New Leaf Venture Partners, L.L.C., a Delaware limited liability company, or an affiliate thereof (the “Management Company”) to provide management and administrative services to the Fund. The Fund will pay the Management Company an annual management fee (the “Management Fee”) equal to 2.5% per annum of Commitments, payable in advance on a quarterly basis. For each successive twelve-month period beginning on the first day of the fiscal quarter following the date which is the fourth anniversary of the Final Closing Date, the percentage used in calculating the annual Management Fee shall be determined by multiplying the percentage used to determine the Management Fee for the prior twelve-month period by 88%; provided, however, in no event shall such percentage be reduced below 1.35%per annum. Commitment, Break-Up and 100% of all directors’ fees, consulting fees, commitment fees, Monitoring Fees: monitoring fees, investment banking, transaction or break-up fees or other remuneration (excluding directors’ fees and options for service on the board of a publicly-traded portfolio company) paid by the Fund’s portfolio companies to the General Partner, the Management Company or the Managers (“Portfolio Company Remuneration”), net of expenses, will be treated as an offset to the Management Fee; provided, however, that the Management Fee shall not be reduced below zero. Any reimbursement of the General Partner, the Management Company or the Managers for out-of-pocket expenses incurred on behalf of a portfolio company will not offset the Management Fee. 50 CONTROL NUMBER