Positions. During the Term, Executive shall serve as Executive Vice President, General Counsel and Chief Compliance Officer (and/or in such other positions as Company may designate from time to time, which positions may involve providing services to Company’s direct or indirect subsidiaries, as the Parties mutually may agree) with such duties and responsibilities as may from time to time be assigned to him by Company, provided that such duties are at all times consistent with the duties of such positions. Company and each entity which is owned (directly or indirectly) or controlled by Company are referred to herein collectively as the “Company Group.” Executive agrees to serve, without additional compensation, if elected or appointed to the one or more offices or as a director of any member of the Company Group. Company and Executive hereby agree that # at any time and from time to time, Company may cause any member of the Company Group to be Executive’s employer, and, subject to Section 11, any such change in Executive’s employer shall not alter the rights and obligations of the parties hereunder; and # Executive’s employer commencing as of the Effective Date shall be QES Management LLC until such time as such employer may be changed in accordance with clause (i) of this sentence.

Resignation of All Other Positions. To the extent applicable, the Executive shall be deemed to have resigned from all officer and board member positions that the Executive holds with the Company or any of its respective subsidiaries and affiliates upon the termination of the Executive’s employment for any reason. The Executive shall execute any documents in reasonable form as may be requested to confirm or effectuate any such resignations.

Effect of Termination. Upon the termination of the Executive’s employment for any reason during the Term, the Executive will be deemed to have resigned from any other officer, director, or manager positions he holds with the Company or any of its Affiliates.

Other Termination. If Employee's employment is terminated by the Company for Cause, or by Employee for any reason, including death or Disability but other than pursuant to a Voluntary Termination for Good Reason, then Employee shall not be entitled to receive the severance and other benefits discussed above, but may be eligible for those benefits (if any) as may then be required by law or established under the Company's severance and benefit plans and policies existing at the time of such termination.

Other Termination. Regeneron may terminate this Agreement with respect to a given Collaboration Program or Licensed Product effective # upon ​ days’ written notice to CytomX in the event that Regeneron in good faith believes it is not advisable for Regeneron to continue to Develop or Commercialize any Licensed Products in such Collaboration Program, or # immediately upon written notice to CytomX in the event that CytomX or any of its Sublicensees or Affiliates, or any Person acting on CytomX’s behalf, initiates or asserts any Regeneron Patent Challenge and fails to initiate rescission of such Regeneron Patent Challenge within ​ Business Days after such written notice and thereafter fails to rescind such Regeneron Patent Challenge within ​ days after such written notice. In the event any Sublicensee (or any Person acting on its behalf) of CytomX initiates or asserts any Regeneron Patent Challenge in any forum, CytomX shall, upon written request by Regeneron, immediately terminate the applicable sublicense agreement with such Sublicensee.

Other Termination. Except as otherwise provided in the applicable award agreement, if an Optionee’s employment or provision of services is terminated by the Optionee for any reason other than those listed in Sections 4(g) and 4(h) noted previously, any Stock Option held by such Optionee may thereafter be exercised, to the extent it was exercisable at the time of termination, for a period of three months from the date of such termination of employment or provision of services or until the expiration of the stated term of such Stock Option, whichever period is shorter, and any Stock Option that is unvested or unexercisable at the date of termination shall thereupon terminate.

Other Termination. If the Employment Period is terminated # by the Company for Cause at any time, or # except as set forth in Section 5(c), by Executive other than for Good Reason, death or Disability, Executive shall not be entitled to any Severance Payments and, except as set forth in Section 5(e), the Company’s obligation to make any other payments or provide any other benefits under this Agreement shall cease as of the Termination Date.

Other Termination. If Holder's employment or association is terminated for any reason other than # death, # Disability, # Normal Retirement, (iv)without cause by the Company, or # Holder voluntary resignation in good standing, any unexercised vested portion and unvested portion of the Option shall expire on the date of termination of employment or association.

Effect of Termination. Upon the termination of any service pursuant to this Services Agreement, the Provider of such terminated service shall have no further obligation to provide such terminated service. In the event of # a termination or expiration of this Services Agreement in its entirety, each Provider shall be entitled to all outstanding amounts due from the applicable Recipient for the provision of services rendered through the date of termination or otherwise payable hereunder or # a partial termination of this Services Agreement with respect to individual services in accordance with Section 4.2 or [clause (ii) of Section 4.4], the Provider(s) that were providing the services that are so terminated shall be entitled to all outstanding amounts due from the relevant Recipient(s) of such terminated services for the provision of such services rendered through the date of the termination of such individual service or otherwise payable hereunder. This Section 4.5, Section 5.6, Article 1, Article 7, Article 8 and Article 9 shall survive any termination or expiration of this Services Agreement.

Effect of Termination. In the event of any termination of this Agreement pursuant to Section 7.1, this Agreement shall become null and void and have no further effect, with no liability on the part of the Company or the Purchaser, or their respective Affiliates, with respect to this Agreement, except # for the terms of Section 6.15, Section 6.17, this Section 7.2 and Article 8, which shall survive the termination of this Agreement, and # that nothing in this Section 7.2 shall relieve any party hereto from liability or damages incurred or suffered by any other party resulting from any intentional # breach of any representation or warranty of such first party or # failure of such first party to perform a covenant thereof. As used in the foregoing sentence, “intentional” shall mean an act or omission by such party which such party actually knew, or reasonably should have known, would constitute a breach of this Agreement by such party.