Termination by Merck for Cause. In the event this Agreement is terminated by Merck under [Section 5.02, 12.03]3] and/or 14.01(b), the rights and license granted to Licensee under [Section 2.01] of this Agreement shall terminate and all rights to the Licensed Compound and Licensed Product shall revert to Merck pursuant to [Section 12.05].

Merck Enforcement. If Licensee does not obtain a discontinuance of a commercially material infringement or alleged commercially material infringement of a Compound Patent Right or Joint Patent Right in a particular country, or bring suit against the Third Party infringer or alleged Third Party infringer, in each case within ​ months of receiving notice thereof, then Merck shall have the right to enforce any such patent and control, and litigate and/or settle such suit as set forth herein. Licensee will reasonably cooperate with Merck in any such suit at Merck’s expense; and where necessary, Licensee shall join in, or be named as a necessary party to, such suit. Merck shall not enter into any settlement of any claim described in this [Section 8.04(b)] that admits to the invalidity or unenforceability of the Compound Patent Rights or Joint Patent Rights, incurs any financial liability on the part of Licensee, requires an admission of liability, wrongdoing, or fault on the party of Licensee, without Licensee’s prior written consent (in each case, such consent not to be unreasonably withheld). Licensee shall have the right, prior to commencement of the trial, suit or action brought by Merck, to join any such suit or action, and in such event shall pay one-half of the costs of such suit or action.

Merck Representation. Merck hereby represents, warrants and covenants to Licensee as follows:

Termination for Cause. Either Party may terminate this Agreement for cause with immediate effect upon written notice (email is sufficient) to the other Party:

Termination Without Cause. During the Initial Term, ​ may terminate this Agreement for convenience upon three (3) months’ advance written notice of termination, provided such termination shall not be effective before ​.

Termination for Cause. If, prior to the Final Exercise Date, the Participant’s employment is terminated by the Company for Cause (as defined in below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment. If, prior to the Final Exercise Date, the Participant is given notice by the Company of the termination of his or her employment by the Company for Cause, and the effective date of such employment termination is subsequent to the date of delivery of such notice, the right to exercise this option shall be suspended from the time of the delivery of such notice until the earlier of # such time as it is determined or otherwise agreed that the Participant’s employment shall not be terminated for Cause as provided in such notice or # the effective date of such termination of employment (in which case the right to exercise this option shall, pursuant to the preceding sentence, terminate upon the effective date of such termination of employment). If the Participant is subject to an individual employment agreement with the Company or eligible to participate in a Company severance plan or arrangement, in any case which agreement, plan or arrangement contains a definition of “cause” for termination of employment, “Cause” shall have the meaning ascribed to such term in such agreement, plan or arrangement. Otherwise, “Cause” shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant’s employment shall be considered to have been terminated for Cause if the Company determines, within 30 days after the Participant’s resignation, that termination for Cause was warranted.

Termination for Cause. If the Optionee has a Termination of Employment for Cause, all vested and unvested Options shall terminate immediately; provided, however, that if the Optionee has a Termination of Employment for Cause due solely to a Policy Violation (which means a termination resulting from the commission of any act or acts which violate the Standards of Business Conduct of the Company or a Subsidiary or any successor thereto (including underlying policies or policies specifically referenced therein), as the same is in effect and applicable to the Optionee at the time of the Optionee’s violation), the provisions of ​ below shall apply.

Termination for Cause. If, at any time, the Company terminates your employment for Cause (as defined in the Plan), or if either party terminates your employment as a result of your death or disability, you will receive your base salary accrued through your last day of employment, as well as any unused vacation (if applicable) accrued through your last day of employment. Under these circumstances, you will not be entitled to any other form of compensation from the Company, including any severance benefits.

Termination for Cause. Notwithstanding subsection # above, the Executive shall not be entitled to the payments and benefits provided under [Sections 5 or 6]6] below if the Executive’s employment with NWL is terminated for the willful and continued failure of the Executive to perform substantially the Executive’s duties owed to NWL or its affiliates after a written demand for substantial performance is delivered to the Executive specifically identifying the nature of such unacceptable performance.

Termination For Cause. If the Executive’s employment is terminated for a reason described in [Section 3(b)] above or if the Executive voluntarily terminates employment (other than for a reason described in [Section 3(a)(2)] above), this Agreement shall terminate without further obligations to the Executive under this Agreement other than for the timely payment to the Executive of his currently effective annual base salary through the termination date and of any compensation that the Executive previously elected to defer.