In the event that the Executive ceases to be employed as a Managerial Employee under the terms and conditions of this Agreement, this Agreement is terminated. Unless otherwise stated in this Agreement, date of Termination of this Agreement shall be the last day of Executive’s employment as a Managerial Employee.

The Executive may be terminated For Cause without ​’s use of progressive discipline even if ​ may have used progressive discipline in other incidents involving misconduct.

Upon termination pursuant to the terms of this Agreement, all rights and licenses granted to Arcus and its Affiliates, as well as all sublicenses granted under this Agreement by Arcus and/or any of its Affiliates, shall immediately terminate. If this Agreement is properly terminated by Arcus under [[Section 10.2.2 or 10.2.3]3]], however, all such rights and licenses shall remain in effect and shall automatically become perpetual and irrevocable, and shall remain exclusive, subject only to Arcus’ # Development, manufacturing and Commercialization of Licensed Products solely in and for the Territory as permitted in [Section 2.1] and # continued payment of amounts owed to WuXi pursuant to [[Sections 5.1, 5.2, 5.3, 5.4 and 5.6]6]6]6]6]]. If such termination is by Arcus under [Section 10.2.2], the royalty rates to be paid by Arcus thereafter shall be equitably reduced based on the economic impact to Arcus (if any) of the breach giving rise to such termination right. If the parties are unable to agree on whether and to what extent an adjustment should be made pursuant to the preceding sentence, royalty payments shall be put into an escrow account until the adjustment (if any) has been determined, either by agreement of the parties or pursuant to [Section 11.4]. Upon termination of this Agreement for any reason, any sublicensee of WuXi shall have the right to seek a license from Arcus to the Arcus Improvements, and Arcus agrees to negotiate such licenses in good faith under reasonable terms and conditions.

Termination Pursuant to [Section 12.4] or by Primary Pursuant to [Section 12.2 or 12.3]3]. Upon any termination of this Agreement pursuant to [Section 12.4] or by Primary pursuant to [Section 12.2 or 12.3]3]:

Effects of Termination. The rights and obligations of the Parties upon termination of this Agreement shall be governed by the terms and conditions set forth in this [Section 9.4] and in [Section 9.5].

In the event that this Agreement is terminated pursuant to the terms of this Agreement, all rights and licenses granted to Arcus and its Affiliates, as well as all sublicenses granted under this Agreement by Arcus and/or any of its Affiliates, shall immediately terminate; provided, however, Arcus and its Affiliates and any of their sublicensees shall be entitled to sell, for a period of ​ months after the effective date of termination, any inventories of Licensed Products in the Field in the Territory that are on-hand as of the effective date of termination. In no event does this [Section 10.3.1] limit any rights of Arcus under the second paragraph of [Section 2.2].

Upon any termination of this Agreement, all licenses granted by Althea to Allena hereunder shall terminate,

Termination After Fifteen Months on Medical Leave - ​ shall terminate this Agreement and Executive’s employment, both as a Managerial Employee and an Employee, after Executive has been disabled and on medical leave for more than fifteen (15) months. The Employment Termination Date shall be fifteen (15) months after Executive was placed on medical leave. Upon termination, the ​ shall pay the Executive the following benefits: Equipment Benefit, Restricted Stock Benefit, Long Term Employee Exercise Rights, and Extension of Exercise Rights.

If at any time during the Term, the Executive’s is terminated as a Managerial Employee due to the death of the Executive, then the Employment Termination Date is the date of death of the Executive. ​ shall pay the Executive’s estate the following Additional Benefits: Extension of Exercise Rights, Long Term Employee Exercise Rights, and Restricted Stock Benefit.

Other Payments upon Termination - At termination as a Managerial Employee, ​ shall offer the Executive an additional payment of at least one (1) month of the Executive’s Base Salary that is contingent on the Executive’s execution, without rescission, a general release in favor of ​ in a form acceptable to ​ within the time frames specified in the release.