Common use of Shared Territory Clause in Contracts

Shared Territory. If Acucela elects to participate in Co-Promotion pursuant to Section 4.1.2(c), subject to the terms and conditions of this Agreement, and in accordance with Acucela’s Specified Percentage, Otsuka and Acucela shall share Net Profits (Losses) with respect to Net Sales of Collaboration Products in the Field in the country or countries of the Shared Territory in respect of which Acucela has exercised its right to Co-Promote. This Net Profits (Losses) sharing shall apply to each Collaboration Product on a country-by-country basis in the Shared Territory until the JCC decides to terminate the Commercialization of such Collaboration Product in such country. The Parties shall mutually agree, through the JCC, a mechanism or structure under which they will share all Net Profits (Losses), taking into account Acucela’s Specified Percentage and all Net Sales and Other Income and Allowable Expenses with respect to each Collaboration Product in the Shared Territory, such mechanism or structure to be set forth in the Co-Promotion Agreement. The Co-Promotion Agreement shall also set forth reconciliation and payment provisions to effectuate the sharing of Net Profits (Losses) as described in Section 4.1.2(c) and this Section 6.5.1. If Acucela does not elect to participate in the Co-Promotion pursuant to Section 4.1.2(c) in a particular country or countries in the Shared Territory, the Commercialization of Collaboration Products in the Field in such country or countries in the Shared Territory shall be at Otsuka’s cost as set forth in Section 4.1.2(c)(iii), except as otherwise specifically set forth in this Agreement, including Sections 8.5, 8.6, 10.2.3(a), 10.6.1, 11.1.4, 11.3 and 13.4.