non-cancellable

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 ​.

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.

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

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

Tax Consequences. Participant acknowledges that there may be tax consequences related to the Option and/or disposition of the Shares, if any, received in connection therewith, and Participant should consult a tax adviser regarding Participant’s tax obligations prior to exercise of the Option or disposition of the Shares in the jurisdiction where Participant is subject to tax.

Tax Consequences. It is intended by the Parties that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The Parties adopt this Agreement as a “plan of reorganization” within the meaning of U.S. Income Tax Regulations Sections 1.368-2(g) and 1.368-3(a).

Tax Consequences. The Participant is responsible for, and by accepting an Award under the Plan agrees to bear, all taxes of any nature that are legally imposed upon the Participant in connection with an Award, and the Company does not assume, and will not be liable to any party for, any cost or liability arising in connection with such tax liability legally imposed on the Participant. In particular, Awards issued under the Plan may be characterized by the Internal Revenue Service (the “IRS”) as “deferred compensation” under the Code resulting in additional taxes, including in some cases interest and penalties. In the event the IRS determines that an Award constitutes deferred compensation under the Code or challenges any good faith characterization made by the Company or any other party of the tax treatment applicable to an Award, the Participant will be responsible for the additional taxes, and interest and penalties, if any, that are determined to apply if such challenge succeeds, and the Company will not reimburse the Participant for the amount of any additional taxes, penalties or interest that result.

Tax Consequences. The Company has not provided any tax advice with respect to this Option or the disposition of the Shares. Optionee should obtain advice from an appropriate independent professional adviser with respect to the taxation implications of the grant, exercise, assignment, release, cancellation or any other disposal of this Option (each, a “Trigger Event”) and on any subsequent sale or disposition of the Shares. Optionee should also take advice in respect of the taxation indemnity provisions under Section 8 below. The per share Exercise Price of the Option is intended to be at least equal to the fair market value of the Company’s Common Stock at the date of grant. The Company has attempted in good faith to make the fair market value determination in compliance with applicable tax law although there can be no certainty that the IRS will agree. If the IRS does not agree and asserts the fair market value at the time of grant is higher than the Exercise Price, the IRS could seek to impose greater taxes on Optionee, including interest and penalties under Internal Revenue Code Section 409A. While the Company thinks this is an unlikely event, the Company cannot provide absolute assurance and Optionee may want to consult Optionee’s own tax adviser with any questions.