Notwithstanding the foregoing, if your Employer is obliged to withhold the corresponding tax pursuant to applicable law, depending on the payment method of the option, your Employer will provide you with a notice, no later than 5 days after the vesting of your option, informing you that your Employer will make the corresponding withholdings, which would substitute your obligations to make a direct filing of the relevant income tax return and the corresponding payment.

Licensee will provide Relay with written notice of achievement of any Development/Commercial Milestone, Opt-In Development/Commercial Milestone or Back-Up Development/Commercial Milestone within ​ after Licensee’s confirmation of the achievement thereof and will make the corresponding payment of the Development/Commercial Milestone Payment, Opt-In Development/Commercial Milestone Payment or Back-Up Development/Commercial Milestone Payment, as applicable, within ​ after receipt of an invoice from Relay for the corresponding payment.

Participants who otherwise resign employment before the completion of the payment of all corresponding Deferred Incentive Award installments shall not receive payment of such installments. Any Participant that is terminated by the Bank for cause (as defined in this Plan) prior to receiving payment of all corresponding Deferred Incentive Award installments shall not receive payment of any remaining unpaid Deferred Incentive Award installments.

Payment Terms. Gilead agrees to determine and notify [[Durect:Organization]] within ​ after achievement of each Development Milestone Event. [[Durect:Organization]] will submit an invoice to Gilead for the corresponding Development Milestone Payment. Gilead will make the corresponding Development Milestone Payment within ​ of the invoice date, taking into consideration Section 6.6. Gilead shall notify [[Durect:Organization]] in writing of achievement of each Commercialization Milestone Event within ​ of ​. [[Durect:Organization]] will submit an invoice to Gilead for the corresponding Commercialization Milestone Payment. Gilead will make the corresponding Commercialization Milestone Payment within ​ of the invoice date, taking into consideration Section 6.6. For clarity, all milestone payments under this Section 6.3 shall be non-refundable and non-creditable.

Corresponding Payment. Each permanent reduction permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Revolving Credit Loans, Swingline Loans and L/C Obligations, as applicable, after such reduction to the Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with [Section 9.2(b)]. Any reduction of the Commitment to zero shall be accompanied by payment of all outstanding Revolving Credit Loans and Swingline Loans (and furnishing of Cash Collateral in an amount equal to the aggregate outstanding L/C Obligations) and shall result in the termination of the Commitment and the Swingline Commitment and the Revolving Credit Facility. If the reduction of the Commitment requires the repayment of any LIBOR Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to [Section 4.9] hereof.

Each Parallel Debt will be payable in the currency or currencies of the Corresponding Obligation and will become due and payable at the same time as the Corresponding Obligation becomes due and payable. An Event of Default in respect of the payment of the Corresponding Obligations shall constitute a default within the meaning of section 3:248 of the Dutch Civil Code with respect to the payment of the Parallel Debts without any notice being required.

The General Partners and the Limited Partner intend and agree to make future reallocations of Group Units which, together with any RSUs granted hereunder as provided in Section 3(b) below, correspond to up to 27,000,000 of the cancelled DSO Reallocable Units in each of the Partnerships (the “Maximum Amount”) in such amounts and on such vesting and other terms and conditions as determined by the Limited Partner in consultation with the Chief Executive Officer of the Company (the “CEO”) and the Compensation Committee (any such future reallocations, “Reallocations”); provided that any Reallocation to an executive officer of the Company shall also require the approval of the Compensation Committee. Except as provided in Section 3(b) below, all Reallocations shall be made in the form of Common Units in each Partnership and, notwithstanding [Section 3.1(h)] of the Limited Partnership Agreements, such Reallocations shall be made in the class and series of Common Units determined by the General Partners with the consent of the Limited Partner. Any Reallocation of Group Units shall be made by the General Partners and may only be made to an Active Individual LP or an individual in connection with his or her admission to the Partnerships. The General Partners and the Limited Partner intend to effect the Reallocations on or prior to December 31, 2018; it being understood that the timing of the Reallocations, which may be before or after December 31, 2018, shall be determined by the Limited Partner in his discretion in consultation with the CEO and the Compensation Committee.

. ​ Milestone. Upon delivery of a ​ by Fulcrum to [[MyoKardia:Organization]] pursuant to Section ​ (such achievement the “[**] Milestone”), [[MyoKardia:Organization]] will pay Fulcrum a non-refundable payment of ​ within ​ after receipt by [[MyoKardia:Organization]] of a corresponding invoice from Fulcrum (“​ Milestone Payment”); provided, however, that if ​, [[MyoKardia:Organization]] will pay Fulcrum the ​ Milestone Payment ​ within ​ after receipt by [[MyoKardia:Organization]] of a corresponding invoice from Fulcrum. For the avoidance of doubt, the ​ Milestone Payment shall be payable only once.

Corresponding Payment. Each permanent reduction permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Revolving Credit Loans, Swingline Loans and L/C Obligations, as applicable, after such reduction to the Aggregate Revolving Credit Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Aggregate Revolving Credit Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to the Dollar Amount of such excess. Such Cash Collateral shall be applied in accordance with [Section 9.2(b)]. Any reduction of the Aggregate Revolving Credit Commitment to zero shall be accompanied by payment of all outstanding Revolving Credit Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all L/C Obligations) and shall result in the termination of the Aggregate Revolving Credit Commitment and the Swingline Commitment and the Revolving Credit Facility. If the reduction of the Aggregate Revolving Credit Commitment requires the repayment of any LIBOR RateTerm SOFR Loan, such repayment shall be accompanied by any amount required to be paid pursuant to [Section 4.9].

Corresponding Payment. Each permanent reduction permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Revolving Credit Loans, Swingline Loans and L/C Obligations, as applicable, after such reduction to the Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 9.2(b). Any reduction of the Commitment to zero shall be accompanied by payment of all outstanding Revolving Credit Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all L/C Obligations) and shall result in the termination of the Commitment and the Swingline Commitment and the Revolving Credit Facility. If the reduction of the Commitment requires the repayment of any LIBOR Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to [Section 4.9] hereof.