With Cause. In the event the Board determines that Executive is guilty of gross dereliction of duty or of fraud or dishonesty in connection with the performance of his duties under this Agreement, the Board may terminate the Executive’s Employment, such termination to be effective thirty (30) days after the Board gives written notice to Executive setting forth with specificity the reason or cause for terminating the Executive’s employment. In such event, the compensation and other benefits provided for in this Agreement shall terminate on the date specified by the Board in the written notice of termination delivered to Executive.

Without Cause. If Employer shall discharge Executive from his employment hereunder for any reason other than one set forth in Section 5(a), or if it shall be determined by a court of competent jurisdiction that the discharge under Section 5(a) was not justified, the Executive’s employment shall end as of the date of such discharge by Employer, provided however, that Executive shall receive the following separation payments: # a lump sum payment, payable within thirty (30) days following the date of such discharge, equal to six (6) times his then monthly Base Salary amount; and # six (6) monthly installment payments, each installment payment equal to such monthly Base Salary amount, commencing on the first day of the seventh month following the month in which Executive’s last day of employment occurs, and continuing on the first day of each immediately succeeding month for the next five (5) months.

The Company may terminate the employment of the Executive without further obligation to the Executive at any time for Cause.

Cause Defined. “Cause” hereunder means:

Cause Definition. “Cause” shall mean: # conduct constituting embezzlement, material misappropriation or fraud, whether or not related to your employment with the Company; # conduct constituting a felony, whether or not related to your employment with the Company; # conduct constituting a financial crime, material act of dishonesty or material unethical business conduct, involving the Company; # willful unauthorized disclosure or use of Confidential Information; # the failure to substantially obey a material lawful directive that is appropriate to your position from a superior in your reporting line or the Board; # your material breach of any material obligation under this Agreement; # the failure or refusal to substantially perform your material obligations under this Agreement (other than any such failure or refusal resulting from your STD or LTD); # the willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, whether or not related to employment with the Company, after being instructed by the Company to cooperate; # the willful destruction of or willful failure to preserve documents or other material known to be relevant to any investigation referred to in subparagraph # above; or # the willful inducement of others to engage in the conduct described in subparagraphs # – (ix), including, without limitation, with regard to [subparagraph (vi)], obligations of others to the Company.

Cause Defined. "Cause" means any of the following:

For Cause. [[Organization A:Organization]] may terminate this Agreement in its entirety effective immediately # upon written notice to ​ in the event that a Compound Failure occurs, # upon written notice to ​ in the event [[Organization A:Organization]] in good faith believes that it is not advisable for [[Organization A:Organization]] to continue to Develop or Commercialize the Licensed Compounds or Licensed Products as a result of a serious safety issue regarding the use of any Licensed Product, or # upon the last delivered Review Notice indicating that [[Organization A:Organization]] does not intend to proceed with the In-Licensing. Notwithstanding the foregoing, in the event [[Organization A:Organization]] does not provide ​ the final Review Notice prior to the expiration of the final Review Period and [[Organization A:Organization]] has not otherwise already proceeded with the In-Licensing, then the Agreement shall be deemed to be terminated as of the expiration of the final Review Period. For purposes of clarity, upon of termination of this Agreement pursuant to this Section 12.3.1, [[Organization A:Organization]] shall be relieved of any obligation to pay any further amounts to ​, including any regulatory milestones and Development costs.

Termination by the Company Other Than For Cause. In the event of Termination of Service of Executive by the Company other than for Cause or Disability or Death, the Award shall become immediately and fully vested and shares of the Company’s common stock in respect thereof will be delivered in accordance with the provisions hereof. For purposes of this Agreement, “Cause” shall mean # an action by Executive involving willful malfeasance in connection with his employment which results in material harm to the Company, # Executive being convicted of a felony, or # substantial and repeated failure by Executive to perform duties as reasonably directed by the Board of Directors of the Company.

Company and Related Company. For purposes of this Agreement, “Company” means ​ “Related Company” means # any corporation, partnership, joint venture, or other entity in which ​ holds a direct or indirect ownership or proprietary interest of 50 percent or more at any time during the term of this Agreement, or # any corporation, partnership, joint venture, or other entity in which ​ holds a direct or indirect ownership or other proprietary interest of less than 50 percent at any time during the term of this Agreement but which, in the discretion of the Committee, is treated as a Related Company for purposes of this Agreement.

Termination for Cause. If, after a Participant’s employment or service terminates for a reason other than Cause, the Company determines that the Participant’s employment or service could have been terminated for Cause had all facts been known at such time, then on the date of such determination any outstanding Awards shall terminate immediately and the Participant shall be required to disgorge to the Company any gains attributable to Awards that were outstanding at the time of the Participant’s termination of employment or service.