Common use of Remainder Clause in Contracts

Remainder. Company shall provide notice to Vertex promptly following Company’s determination in good faith that Company’s employees have generally resumed on-site activities at Company’s facilities, which notice shall include a reasonably detailed description of the FTEs available to conduct Research Activities under the Research Programs in accordance with this Agreement. Following Vertex’s receipt of such notice or any time after Company’s employees have generally resumed on-site activities at Company’s facilities, Vertex shall notify Company after Vertex has substantially resumed its normal business operations, provided, however, [***]. Vertex shall pay the remaining one half of the Upfront Fee (equal to Twelve-Million, Five-Hundred Thousand US Dollars ($12,500,000)) (the “Remainder”) within [***] Business Days after the earlier of Vertex providing notice to Company of its resumption of its operations as described in the preceding sentence or Company providing notice of [***] as described in the preceding sentence by wire transfer of immediately available funds (the date of either such notice, the “Research Term Effective Date”). In the event that the Research Term Effective Date [***], then Vertex shall [***].