Tax Consequences. The Company has made no representations to Employee regarding the tax consequences of the Separation Benefits or any other benefit under this Agreement. Employee understands, acknowledges, and agrees that Company cannot, and does not, provide tax advice to Employee. Any tax-related information that has been provided, or will be provided, to Employee is solely for informational purposes and should not be relied upon by Employee. Employee is advised to retain a competent and qualified tax adviser to advise Employee on the tax consequences associated with Employee’s termination of employment and receipt of Separation Benefits from the Company.

Without derogating from and in addition to any provisions of the Plan, any and all tax and/or other mandatory payment consequences arising from the grant or, as applicable, exercise of Awards, the payment for or the transfer or sale of Exercised Stock, or from any other event or act in connection therewith (including without limitation, in the event that the Awards do not qualify under the tax classification/tax track in which they were intended) whether of the Company, an Affiliated Company, the Trustee or the Israeli Participant, including without limitation any non-compliance of the Israeli Participant with the provisions hereof, shall be borne solely by the Israeli Participant. The Company, any applicable Affiliated Company, and the Trustee, may each withhold (including at source), deduct and/or set-off, from any payment made to the Israeli Participant, the amount of the taxes and/or other mandatory payments of which is required with respect to the Awards and/or Exercised Stock. Furthermore, each Israeli Participant shall indemnify the Company, the applicable Affiliated Company and the Trustee, or any one thereof, and to hold them harmless from any and all liability for any such tax and/or other mandatory payments or interest or penalty thereupon, including without limitation liabilities relating to the necessity to withhold, or to have withheld, any such tax and/or other mandatory payments from any payment made to the Israeli Participant.

Certain Tax Matters. You are responsible for understanding the general tax consequences of this Award and for seeking advice from your own tax and financial advisors with respect to the tax consequences of this Award to the extent you require or desire such advice.

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 Violation. If the Company determines that Recipient has engaged in an action prohibited by Section 4.2 below, then:

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: