non-cancellable

Consequences of Termination. Upon termination of the Term and this Agreement for any reason (except as provided in the following sentence), the Company shall have no further obligations to [[Mr. Kanas:Person]] under this Agreement, other than the obligation to pay or provide [[Mr. Kanas:Person]] with the following: # any rights with respect to the Awards as set forth in Section 3(c) based on the circumstances of [[Mr. Kanas:Person]]' termination of service, # any earned but unpaid portion of the Fee with respect to the period through the date of termination (pro-rated for any partial month), to be paid no later than the 30th day following the date of termination, # the obligation to pay [[Mr. Kanas:Person]] any reimbursable business expenses incurred prior to the date of termination consistent with Section 3(b)(iii) hereof, and # the right to receive the COBRA Benefits. Upon termination of the Term and this Agreement by the Company without Cause, in addition to the Company's obligations to [[Mr. Kanas:Person]] under the prior sentence, subject to [[Mr. Kanas:Person]]' continued compliance with Sections 5 and 6 hereof, the Company shall # continue to provide [[Mr. Kanas:Person]] with the benefits under Section 3(b) (other than those under clause (iii)) and the Health Benefits, in each case, through December 31, 2018, and # as liquidated damages for such termination, [[Mr. Kanas:Person]] shall be entitled to any unpaid portion of the Fee for the period from the date of termination through and including the Expiration Date, with such amount to be paid in a lump sum within 30 days of the date of termination.

Payments of Accrued Obligations upon all Terminations of Employment. Upon a termination of Executive’s employment for any reason, Executive (or Executive’s estate or legal representative, as applicable) shall be entitled to receive, within 30 days after Executive’s Date of Termination (or such earlier date as may be required by applicable law): # any portion of Executive’s Annual Base Salary earned through Executive’s Date of Termination not theretofore paid, # any expenses owed to Executive under Section 3, # any accrued but unused paid time off owed to Executive, solely to the extent applicable under the Company’s paid time off policies; # any Annual Bonus earned but unpaid as of the Date of Termination, and # any amount arising from Executive’s participation in, or benefits under, any employee benefit plans, programs, or arrangements under Section 3, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs, or arrangements. Except as otherwise set forth in Sections 6(b) and (c), the payments and benefits described in this Section 6(a) shall be the only payments and benefits payable in the event of Executive’s termination of employment for any reason.

In the event of termination by Lonza pursuant to [Section 14.2.1] or by Customer pursuant to [Section 14.2.4 or 14.2.2]2], Lonza shall be compensated for # Services rendered up to the date of termination, including in respect of any Product in-process; # all costs incurred through the date of termination, including Raw Materials costs and Raw Materials Fees for Raw Materials used or purchased for use in connection with the Project Plan; # all unreimbursed Capital Equipment and related decommissioning charges incurred pursuant to Clause 9; # all amounts in accordance with [Section 6], including any applicable Cancellation Fees for Services committed to be provided within the ​.

Termination in its Entirety. In the event of a termination of this Agreement in its entirety for any reason:

Upon a termination of this Agreement # by Ovid pursuant to [Section 14.3], or # by Lundbeck pursuant to [Section 14.2]:

Tax Consequences. No Shares will be delivered to you in settlement of vested Units unless you have made arrangements acceptable to the Company for payment of any federal, state, local or foreign taxes that may be due as a result of the delivery of the Shares.

Tax Consequences. Participant acknowledges that there will be tax consequences in connection with this Award, including upon vesting of the Shares subject to this Award and/or disposition of the Shares, if any, received in connection therewith, and Participant should consult a tax adviser regarding Participant’s tax obligations with respect to this Award.

TAX CONSEQUENCES. The Company has no duty or obligation to minimize the tax consequences to you of this Award and shall not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so. You understand that you (and not the Company) shall be responsible for your own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Tax Consequences. Set forth below is a brief summary as of the date of this Option of some of the federal tax consequences of exercise of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.