This Agreement shall be effective as of the Effective Date and, unless terminated earlier by mutual written agreement of the Parties or pursuant to Sections 9.2, 9.3 or 9.4 below, shall continue in effect, on a country-by-country and Product-by-Product basis, until the expiration of the Royalty Term for such Product (the “ Term ”).     Subject to the applicable terms of any Upstream Agreement, upon expiration of each Term with respect to a Product in a particular country in the Licensed Territory , Licensee’s license pursuant to Section 2.1 shall become fully paid-up, irrevocable, perpetual and sublicensable without restriction.