Cause Definition. For purposes of this Agreement, “Cause” shall mean any of the following: # conviction, including a plea of guilty or no contest, of any felony or any crime involving moral turpitude or dishonesty; # fraud upon the Company (or an affiliate), embezzlement or misappropriation of corporate funds; # willful acts of dishonesty materially harmful to the Company; # activities materially harmful to the Company’s reputation; # Employee’s willful misconduct, willful refusal to perform his duties, or substantial willful disregard of his duties, provided that the Company first provides Employee with written notice of such conduct and thirty (30) days to cure such conduct, if such conduct is reasonably susceptible to cure; or # material breach of this Agreement, any other agreement with the Company, any policy of the Company, or any statutory duty or common law duty of loyalty owed to the Company that causes material harm to the Company; provided, no act or omission on Employee’s part shall be considered “willful” unless it is done by Employee without reasonable belief that the Employee’s action was in the best interests of the Company.

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.

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

With Cause. In the event the Board or the Board’s Executive Compensation and Human Resources Committee (the “Committee”) 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 or the Committee 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 or the Committee 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.

Cause Defined. “Cause” hereunder means:

Without Cause. The Corporation may terminate such employment without Cause (which shall be for any reason not covered by preceding [Sections 5(a) through (c)]), with such termination to be effective upon the date specified by the Corporation in a written notice delivered to the Employee.

For Cause. The Company may terminate the employment of the Employee prior to the end of the Term of this Agreement “for cause.” Termination “for cause” shall be defined as a termination by the Company of the employment of the Employee occasioned by # the failure by the Employee to cure a willful breach of a material duty imposed on the Employee under this Agreement within thirty (30) days after written notice thereof by the Company or the continuation by the Employee after written notice by the Company of a willful neglect of a duty imposed on the Employee under this Agreement, # the Employee’s conviction of (or plea of guilty or nolo contendere to) a misdemeanor which constitutes a crime of moral turpitude and, in the good faith opinion of the Committee, materially damages the Company or to any subsidiary or affiliate of the Company, # the Employee’s conviction of (or plea of guilty or nolo contendere to) a felony (including, without limitation, any felony constituting a crime of moral turpitude), # any act of gross negligence or corporate waste by the Employee that adversely affects the Company, # the commission of any intentional tort by the Employee against the Company causing loss, damages or harm to the Company, # the misappropriation of proprietary information or confidential information, or # any breach of the Invention Assignment Agreement. In the event of termination by the Company “for cause,” all salary, benefits and other payments shall cease at the time of termination, and the Company shall have no further obligations to the Employee.

Without Cause. At any time and for any reason (“Without Cause”), other than reasons set forth in [Sections 7(b)(ii), (iii) or (iv)])])]; or

Termination for Cause. Without limiting the generality of Section 2(b), and notwithstanding any other provision of this Section 2(c), if you cease to be Employed for any reason (including, without limitation, as a result of your voluntary resignation) in connection with or following the occurrence of an event that constitutes Cause, then the RSUs and any other awards that you hold under the Plan shall immediately be forfeited for no consideration as of the Date of Termination. If following your Date of Termination, the Corporation becomes aware of conduct or activity by you that occurred during or following your Employment that would have constituted Cause, then any RSUs (or portions thereof) or any other awards held by you under the Plan that are unvested or unexercised (and any payments or benefits in respect thereto) as of the date that the Corporation becomes aware of such conduct or activity shall be forfeited.