Common use of Overall Structure Clause in Contracts

Overall Structure. As an essential part of the overall collaboration between Otsuka and Acucela, with the goal of completing the Development of a Collaboration Product and making it available to customers in the Shared Territory, in particular, in the United States, at the earliest appropriate time, the Parties agree to the following terms with respect to the Commercialization of the Collaboration Products in the Shared Territory: (a) Otsuka or its Affiliates will be the holder of the Regulatory Approval in the Shared Territory; (b) Unless otherwise decided by the JCC, the Collaboration Product Marks will be the same throughout the Shared Territory for each distinct Collaboration Product, except that country-specific Internet domain names may be used in each country in the Shared Territory; and Otsuka shall own all right, title and interest in the Collaboration Product Marks; (c) Otsuka shall use Commercially Reasonable Efforts to Commercialize Collaboration Products throughout the Shared Territory, subject to Section 1.73.1; (d) To the extent legally permissible, Acucela retains the option, for itself and its Affiliates, to Co-Promote Collaboration Products in the Shared Territory. The Parties acknowledge that as of the Effective Date it would be legally permissible for Acucela and its Affiliates to Co-Promote Collaboration Products in each country in the Shared Territory, assuming Regulatory Approval for such Collaboration Products had been obtained by the Parties in such country. (e) If Acucela elects to participate in Co-Promotion, the Net Profits (Losses) with respect to Net Sales of Collaboration Products in the Field in the relevant country of the Shared Territory in respect of which Acucela has elected to participate in Co-Promotion shall be shared between the Parties pursuant to Section 6.5.1 in accordance with Acucela’s Specified Percentage. If Acucela does not elect to participate in Co-Promotion in any country or countries in the Shared Territory pursuant to Section 4.1.2(c), Acucela shall only be entitled to receive the Royalty for the Shared Territory for the country or countries in which Acucela does not elect to Co-Promote in the Shared Territory pursuant to Section 6.3.2; and (f) all sales of Collaboration Products in the Shared Territory, whether arising from the activities of Otsuka’s (or its Affiliates’) sales forces or Acucela’s (or its Affiliates’) sales forces, shall be booked in the name of Otsuka or its Affiliate(s) (as Otsuka may choose), and title to all units of Collaboration Products shall remain in Otsuka or its Affiliate until sold to customers.

Overall Structure. As an essential part of the overall collaboration between Otsuka and Acucela, with the goal of completing the Development of a Collaboration Product and making it available to customers in the Shared Territory, in particular, in the United States, at the earliest appropriate time, the Parties agree to the following terms with respect to the Commercialization of the Collaboration Products in the Shared Territory: (a) Otsuka or its Affiliates will be the holder of the Regulatory Approval in the Shared Territory; (b) Unless otherwise decided by the JCC, the Collaboration Product Marks will be the same throughout the Shared Territory for each distinct Collaboration Product, except that country-specific Internet domain names may be used in each country in the Shared Territory; and Otsuka shall own all right, title and interest in the Collaboration Product Marks; (c) Otsuka shall use Commercially Reasonable Efforts to Commercialize Collaboration Products throughout the Shared Territory, subject to Section 1.73.1; (d) To the extent legally permissible, Acucela retains the option, for itself and its Affiliates, to Co-Promote Collaboration Products in the Shared Territory. The Parties acknowledge that as of the Effective Date it would be legally permissible for Acucela and its Affiliates to Co-Promote Collaboration Products in each country in the Shared Territory, assuming Regulatory Approval for such Collaboration Products had been obtained by the Parties in such country. (e) If Acucela elects to participate in Co-Promotion, the Net Profits (Losses) with respect to Net Sales of Collaboration Products in the Field in the relevant country of the Shared Territory in respect of which Acucela has elected to participate in Co-Promotion shall be shared between the Parties pursuant to Section 6.5.1 in accordance with Acucela’s Specified Percentage. If Acucela does not elect to participate in Co-Promotion in any country or countries in the Shared Territory pursuant to Section 4.1.2(c), Acucela shall only be entitled to receive the Royalty for the Shared Territory for the country or countries in which Acucela does not elect to Co-Promote in the Shared Territory pursuant to Section 6.3.2; andand Execution Copy (f) all sales of Collaboration Products in the Shared Territory, whether arising from the activities of Otsuka’s (or its Affiliates’) sales forces or Acucela’s (or its Affiliates’) sales forces, shall be booked in the name of Otsuka or its Affiliate(s) (as Otsuka may choose), and title to all units of Collaboration Products shall remain in Otsuka or its Affiliate until sold to customers.