Effect of Termination. In the case of any termination of this Agreement as provided in this Section 9, this Agreement shall be of no further force and effect and nothing herein shall relieve any party from liability for any prior breach of this Agreement.

If a Participant terminates employment with the Company for any reason during or after the end of either a monthly performance period or the applicable 2024 performance period, but prior to the date the incentive for either such period is paid, the Participant shall be entitled to payment of the incentive determined by the Committee or the President. Such payment is subject to reduction or elimination based on the circumstances surrounding such termination of employment. Such determination of reduction or elimination of the bonus amount, shall be determined at the full discretion of the Committee or the President as applicable, and subject to further reduction or elimination under the last sentence of the first paragraph of the “Determination of Bonuses” section above. Any amounts paid pursuant to this Section V.3. shall be in lieu of, and not in addition to, any other amounts a Participant may be entitled to in respect of an annual bonus payment under any other Company plan, contract or arrangement in effect as of the date of termination of employment.

Effect of Termination. No Awards shall be granted under the Plan after the termination thereof. The termination of the Plan shall not affect Awards previously granted under the Plan.

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.

Effect of Termination. In the event of termination of this Agreement by either NOVA or UBI as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of UBI, or NOVA. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement. Further, if either Party is unable to complete this transaction or unable to complete delivery of any of the requirements to consummate this contemplated transaction, this Agreement will be terminated, and UBI is authorized to revoke any newly issued Class C shares held in escrow, and will cause these shares to be returned to UBI's Treasury for cancellation.

Effect of Termination. Upon any termination of this Agreement:

Effect of Termination. Notwithstanding anything contained herein to the contrary, following any termination of this Agreement in its entirety under Section 12.02(a), all rights and licenses granted to Licensee hereunder shall revert back to Merck pursuant to Section 12.05.

Effect of Termination Generally. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Any expiration or early termination of this Agreement shall be without prejudice to the rights of either Party against the other accrued or accruing under this Agreement prior to termination, including the obligation to pay royalties for Licensed Product sold prior to such termination.

Any termination of this Agreement under Section 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(d) or Section 7.1(e) in accordance with the terms thereof) the delivery of written notice of the terminating Party to the other Parties.

The Term of Employment may be terminated by the Company at any time: