Consequences of Termination Contract Clauses (581)

Consequences of Termination. Compensation upon Termination by Company – For Cause. Upon the termination of your employment For Cause, you will cease to have any rights to Base Salary, bonus awards, expense reimbursements, fringe benefits or any other compensation or benefits of any nature, except that you will be entitled to receive any Base Salary that has accrued but is unpaid, any reimbursable expenses that have been incurred but are unpaid as of your Termination Date, which will be paid in accordance with Company's... usual payroll procedures (collectively, the "Accrued Amounts"). Compensation upon Termination by Company – Not For Cause. Upon the Termination Without Cause of your employment provided for in paragraph 6(d), you will cease to have any rights to Base Salary, bonus awards, expense reimbursements, fringe benefits or any other compensation or benefits of any nature, except that you will be entitled to receive the Accrued Amounts and Annual Performance Bonus on a prorata temporis basis. Upon the Termination Without Cause of your employment provided for in paragraph 6(d), so long as you are complying with the non-compete and other applicable obligations set forth in this Agreement, the Company shall continue to pay you Severance Pay in an amount equal to six (6) months of Base Salary at a rate in effect on the date of termination, reduced by any required federal, state and local taxes and any other applicable withholdings or deductions, with the Company's payment of such salary continuation payable in periodic installments in accordance with the Company payroll practices. You agree and acknowledge that the Company may condition the receipt of any Severance Pay due to you pursuant to this paragraph upon: (i) you entering into a full release of claims in favor of the Company, its affiliates and subsidiaries and their respective officers and directors and separation agreement in such form as to be provided by the Company and (ii) such general release becomes effective within twenty-one (21) business days after the day it is provided to you for execution, and is not thereafter revoked by you, and provided further that you comply with all terms and conditions of such separation agreement, you will receive the benefit to which you are entitled. In the event the Company invokes its non-compete option as provided below, your Severance Pay will 8 end and the other terms and conditions of said separation agreement will continue. Compensation upon Termination – By You. Upon your voluntary termination of your employment provided for in paragraph 6(c), you will cease to have any rights to Base Salary, bonus awards, expense reimbursements, fringe benefits or any other compensation or benefits of any nature, except that you will be entitled to receive the Accrued Amounts. Compensation Upon Termination – Death or Permanent Disability. In the event your employment is terminated because of death or Permanent Disability, you will cease to have any rights to Base Salary, bonus awards, expense reimbursements, fringe benefits or any other compensation or benefits of any nature, except that you will be entitled to receive the Accrued Amounts. In the event your employment is terminated as a result of your death, your spouse or, if you are not married at the time of your death, your estate will be entitled to the Accrued Amounts. View More

Consequences of Termination. Clause 19.2.3 is amended by adding the following sentence at the end of that provision: Without limiting the foregoing, the provisions of Clauses 2.3 and 2.5 requiring the consent of Falk, the last sentence of Clause 9.1, and the provisions of Clauses 3.3, 5, 6.7, 6.8, 6.9 and 11.5 shall survive termination or expiration of this Agreement. 17 16.2. Clause 19.4 is amended to read in its entirety as follows: 19.4 If this Agreement as it relates to a Product in the Canada Territory expires upon... the expiration of the Canada Term for such Product, the licenses granted hereunder in respect of the Canada Territory for such Product shall continue thereafter on a non exclusive basis and shall, subject to Clause 19.4.1, be fully paid-up and perpetual: 19.4.1 Salix shall thereafter, and notwithstanding anything in Clause 3 to the contrary, be entitled to Exploit the Product in the Canada Territory subject to continued payment by Salix to Falk as and to the extent required by Clause 3.3 and in respect of Royalties due in respect of Net Sales in the United States Territory; and 19.4.2 in that event, Falk shall be entitled either itself or by a Third Party to exploit the Product in the Canada Territory; and 19.4.3 in that event, the provisions of Clauses 2.3 and 2.5 requiring the consent of Falk, the last sentence of Clause 9.1, and the provisions of Clauses 3.3, 5, 6.7, 6.8, 6.9 and 11.5 shall survive termination or expiration of this Agreement. For clarity, the provisions of this Clause 19.4 are subject to the provisions of Clause 3.3 and shall not alter or qualify the obligation of Salix to make the payments contemplated thereby to Falk. 16.3. Clause 19 is amended by adding new clause 19.5 and 19.6 at the end thereof, such new Clauses 19.5 and 19.6 to read in their entirety as follows: 19.5 If this Agreement as it relates to a Product in the United States Territory expires upon the expiration of the United States Term for such Product, the licenses granted hereunder in respect of the United States Territory for such Product shall continue thereafter on a non exclusive basis and shall be fully paid-up and perpetual and for the avoidance of doubt: 19.5.1 Salix shall thereafter, and notwithstanding anything in Clause 3 to the contrary, be entitled to Exploit the Product in the United States Territory free of any further payment to Falk except in respect of Royalties due in respect of Net Sales in the Canada Territory and Shared Sublicense Revenues due in respect of Sublicenses granted by Salix in respect of the Canada Territory; and 19.5.2 Falk shall be entitled either itself or by a Third Party to exploit the Product in the United States Territory. 19.6 Notwithstanding any other provision of Clause 18 or this Clause 19, upon on termination of this Agreement that may occur, the rights of the Lupin Parties under the Lupin Sublicense Agreement shall continue as a direct license from Falk to the Lupin Parties. 18 17. LAW AND ARBITRATION Any controversy or claim of whatsoever nature arising out of or relating in any manner whatsoever to this Second Amendment or any breach of any terms of this Second Amendment shall be governed by and construed in all respects in accordance with the laws of the US State of New York without regard to any choice of law provisions or rule that might otherwise refer construction or interpretation of this Second Amendment to the substantive law of another jurisdiction. Any dispute arising out of or relating to the existence, negotiation, validity, formation, interpretation, breach, performance or application of this Second Amendment shall be subject to resolution exclusively in accordance with the provisions of Clauses 28 and 29.2 through 29.4 of the Original Agreement. View More