Common use of Agreement Term; Expiration Clause in Contracts

Agreement Term; Expiration. This Section 11.1, ARTICLE 12 and ARTICLE 13 of this Agreement are effective as of the Execution Date and the remainder of this Agreement will become effective as of the Effective Date and, unless earlier terminated pursuant to the other provisions of this ARTICLE 11, will continue in full force and effect until this Agreement expires as follows: 11.1.1. where all Options have expired unexercised; 11.1.2. on a country-by-country and Product-by-Product basis, on the date of expiration of all payment obligations by Novartis under this Agreement with respect to such Product in such country; or 11.1.3. in its entirety upon the expiration of all payment obligations by Novartis under this Agreement with respect to the last Product in all countries pursuant to Section 11.1.2. The period from the Effective Date until the date of expiration of this Agreement pursuant to this Section 11.1 or earlier termination of this Agreement pursuant to Section 11.2, is the “Agreement Term.” If the Effective Date has not occurred by the [***] calendar day after the Execution Date, then either Party will have the right to terminate this Agreement, including this Section 11.1, ARTICLE 12 and ARTICLE 13, with immediate effect by providing written notice of such termination to the other Party. If by the [***] calendar day after the Execution Date, the Parties anticipate that the Effective Date may not occur by the [***] calendar day after the Execution Date, within [***] calendar days upon receiving written notice, the Parties will promptly meet to discuss in good faith any additional actions or amendments to the Agreement the Parties may take or agree upon to cause the Effective Date to occur as soon as reasonably practicable. Other than the provisions of this Section 11.1, ARTICLE 12 and ARTICLE 13 which shall apply as of the Execution Date, the rights and obligations of the Parties under this Agreement will not become effective until the Effective Date. Upon the occurrence of the Effective Date, all other provisions of this Agreement shall become effective automatically without the need for further action by the Parties.