Common use of Term; Expiration Clause in Contracts

Term; Expiration. This Agreement shall become effective as of the Effective Date and shall continue in force and effect until expiration as described in this Section 11.1, unless earlier terminated pursuant to Section 11.2, 11.3, or 11.4, and shall expire as follows: 11.1.1 on a Program-by-Program and country-by-country basis, on the date of expiration of all payment obligations of Celgene under this Agreement with respect to each Program in each country, as applicable; [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 11.1.2 in its entirety upon the expiration of all payment obligations under this Agreement with respect to the last Licensed Product Commercialized in the last country in the Territory; or 11.1.3 if Celgene does not exercise the Celgene Program Option in accordance with Section 4.1 with respect to at least one (1) Drug Candidate Program during the Celgene Program Option Period, the Celgene Program Options to any Future Programs will expire [*] following the expiration of the last Celgene Program Option Period for the Drug Candidate Programs; and, if Celgene does not exercise at least one (1) Celgene Program Option in accordance with Section 4.1 with respect to any Future Program during such [*] period, then this Agreement will terminate in its entirety; provided that, if Celgene does exercise the Celgene Program Option in accordance with Section 4.1 with respect to at least one (1) Drug Candidate Program or Future Program during the applicable Celgene Program Option Period for such Program, Celgene’s right to exercise the Celgene Program Option with respect to any Future Program shall not terminate but, on a Future Program-by-Future Program basis, shall be subject to expiration in accordance with the terms set forth in Section 4.1.2, and this Agreement shall not terminate, pursuant to this Section 11.1.3. The period beginning on the Effective Date and ending on expiration or termination of this Agreement, or as the case may be, until the date of expiration or termination of a Program, shall be the “Term” of this Agreement in its entirety or with respect to a given Program, as applicable.

Term; Expiration. This Agreement shall become effective as of the Effective Date and shall continue in force and effect until expiration as described in this Section 11.1, unless earlier terminated pursuant to Section 11.2, 11.3, or 11.4, and shall expire as follows: 11.1.1 on a Program-by-Program and country-by-country basis, on the date of expiration of all payment obligations of Celgene under this Agreement with respect to each Program in each country, as applicable; [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 24b-2 of the Securities Exchange Act of 19331934, as amended. 11.1.2 in its entirety upon the expiration of all payment obligations under this Agreement with respect to the last Licensed Product Commercialized in the last country in the Territory; or 11.1.3 if Celgene does not exercise the Celgene Program Option in accordance with Section 4.1 with respect to at least one (1) Drug Candidate Program during the Celgene Program Option Period, the Celgene Program Options to any Future Programs will expire [*] following the expiration of the last Celgene Program Option Period for the Drug Candidate Programs; and, if Celgene does not exercise at least one (1) Celgene Program Option in accordance with Section 4.1 with respect to any Future Program during such [*] period, then this Agreement will terminate in its entirety; provided that, if Celgene does exercise the Celgene Program Option in accordance with Section 4.1 with respect to at least one (1) Drug Candidate Program or Future Program during the applicable Celgene Program Option Period for such Program, Celgene’s right to exercise the Celgene Program Option with respect to any Future Program shall not terminate but, on a Future Program-by-Future Program basis, shall be subject to expiration in accordance with the terms set forth in Section 4.1.2, and this Agreement shall not terminate, pursuant to this Section 11.1.3. The period beginning on the Effective Date and ending on expiration or termination of this Agreement, or as the case may be, until the date of expiration or termination of a Program, shall be the “Term” of this Agreement in its entirety or with respect to a given Program, as applicable.

Term; Expiration. This The term of this Agreement (the “Term”) shall become effective as of the Effective Date and shall continue in full force and effect until expiration as described in this Section 11.1effect, unless earlier terminated pursuant to Section 11.2the rest of this ARTICLE 15, 11.3, or 11.4, and shall expire as followsuntil: 11.1.1 15.1.1 on a ProgramXxxxxxx Antigen-by-Program Xxxxxxx Antigen basis, the expiration of the last Commercial Option Term for a Collaboration Candidate in the Research Plan for such Xxxxxxx Antigen without Xxxxxxx’x exercise of the Commercial Option for any Collaboration Candidate with respect to such Xxxxxxx Antigen; 15.1.2 if Xxxxxxx exercises a Commercial Option, on a Licensed Product-by-Licensed Product and country-by-country basis, (a) if such Licensed Product is not a Profit Share Product, on the date of expiration of the Royalty Term with respect to such Licensed Product in such country or (b) if such Licensed Product is a Profit Share Product, on the date of expiration of all payment obligations in such country under Section 6.4 of Celgene under this Agreement the Profit Share Product Exhibit (with respect to each Program in each country, as applicable; [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities U.S.) and Exchange Commission pursuant to Rule 406 under Section 6.5 of the Securities Act Profit Share Product Exhibit (with respect to any other country); 15.1.3 if the Agreement expires with respect to all of 1933the Xxxxxxx Antigens under Section 15.1.1, as amended. 11.1.2 in its entirety upon the expiration of all payment obligations under this the Agreement with respect to the last Xxxxxxx Antigen; 15.1.4 if Xxxxxxx exercises a Commercial Option, on a Xxxxxxx Antigen-by-Xxxxxxx Antigen basis, upon the expiration of this Agreement with respect to all Licensed Product Commercialized Products in all countries in the last country in the TerritoryTerritory under Section 15.1.2 with respect to such Xxxxxxx Antigen; or 11.1.3 15.1.5 if Celgene does not exercise the Celgene Program Option Xxxxxxx exercises a Commercial Option, in accordance with Section 4.1 its entirety upon expiration of this Agreement with respect to at least one (1) Drug Candidate Program during all Licensed Products in all countries in the Celgene Program Option Period, the Celgene Program Options to any Future Programs will expire [*] following Territory under Section 15.1.2. Upon the expiration of this Agreement pursuant to Section 15.1.2 on a Licensed Product-by-Licensed Product and country-by-country basis, the last Celgene Program Option Period for the Drug Candidate Programs; and, if Celgene does not exercise at least one (1) Celgene Program Option in accordance with licenses granted by Fate to Xxxxxxx under Section 4.1 5.1.2 with respect to any Future Program during such [*] periodLicensed Product and country shall become fully paid-up, then this Agreement will terminate non-exclusive, irrevocable, royalty-free and perpetual; provided, however, that such Licensed Product in its entirety; provided that, if Celgene does exercise such country shall still be included in the Celgene Program Option in accordance with Section 4.1 with respect to at least one (1) Drug Candidate Program or Future Program during the applicable Celgene Program Option Period for such Program, Celgene’s right to exercise the Celgene Program Option with respect to any Future Program shall not terminate but, on a Future Program-by-Future Program basis, shall be subject to expiration in accordance with the terms set forth calculation of Annual Net Sales in Section 4.1.2, and this Agreement shall not terminate, pursuant to this Section 11.1.3. The period beginning on the Effective Date and ending on expiration or termination of this Agreement, or as the case may be, until the date of expiration or termination of a Program, shall be the “Term” of this Agreement in its entirety or with respect to a given Program, as applicable10.5.