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.

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.

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.

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

For “Cause.” Upon the written notice to the Executive by the Company at any time, because of: # the willful and material malfeasance or dishonesty, or habitual drug or alcohol abuse (as determined by a licensed physician practicing in the Los Angeles, California metropolitan area selected by the Board, and reasonably acceptable to the Executive) by the Executive related to or affecting the performance of his duties, # the Executive's continuing and intentional breach, non-performance or non-observance of any of the material terms or provisions of this Agreement, but only after written notice by the Company of such breach, nonperformance or nonobservance that specifies the steps needed to be taken by the Executive to cure such alleged breach, nonperformance or nonobservance of a material term or provision of this Agreement, and the failure of the Executive to begin curing such alleged breach, nonperformance or nonobservance as soon as practicable (but in any event within twenty-one (21) days following written notice from the Company), # the conduct by the Executive which the Board has in good faith determined has had a material adverse effect on the business, assets, properties, results of operations, financial condition, personnel or prospects of the Company (within each category, taken as a whole), but only after written notice by the Company of such conduct that specifies the steps needed to be taken by the Executive to cure such alleged conduct, and the failure of the Executive to begin curing same as soon as practicable (but in any event within twenty-one (21) days following written notice from the Company), # upon the Executive's engagement in any act of sexual harassment of another employee of the Company, after an investigation by the Company conducted by an independent third party with subject matter expertise, # the Executive’s conviction of a felony or any crime involving moral turpitude related to or affecting the performance of his duties or any act of fraud, embezzlement, theft or willful breach of fiduciary duty against the Company, or # the failure to achieve a level of Content-Only Revenue equal to or in excess of at least 50% of the applicable Revenue Target in any of the Measuring Periods (as such terms are defined in the Purchase Agreement).

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 by the Company for Cause or Voluntary Quit. If you are terminated for Cause, or if you voluntarily quit your employment without Good Reason, the Company shall have no further obligation to you, other than for Accrued Obligations, and your participation in all of the Company’s benefit plans and programs shall cease as of the Termination Date. In the event of a termination described in this Section 2.1, you shall not be entitled to receive Severance Benefits described in Section 2.2 or Section 3.