Common use of Profit Sharing Clause in Contracts

Profit Sharing. (a) The Commercialization Entities shall share the Collaboration Operating Profit/Loss in the Applicable Commercial Territory on an Eisai Collaboration Product-by-Eisai Collaboration Product basis as set forth below: Commercial Territory Biogen Commercialization Entity’s Percentage Share of Collaboration Operating Profit/Loss Eisai Commercialization Entity’s Percentage Share of Collaboration Operating Profit/Loss Asia Territory 50% 50% (b) Promptly, and in any event, no later than fifteen (15) days following the exchange of Quarterly Reports and any supporting documentation pursuant to Section 8.1(b) of the Collaboration Agreement, Eisai Commercialization Entity shall submit to Biogen Commercialization Entity a report in the form of Exhibit A hereto setting forth the calculation of 132676890_1 the net amount a Commercialization Entity shall pay to the other Commercialization Entity to result in the sharing of Collaboration Operating Profit/Loss in the Applicable Commercial Territory for the period commencing on the Effective Date and ending on the last day of the Calendar Quarter to which such Quarterly Reports relate with respect to each Eisai Collaboration Product, which calculation shall give effect to the proportions described in Section 1.1(a) (a “Profit Sharing Calculation Report”). Eisai Commercialization Entity shall then either (i) submit an invoice for any such net amount to Biogen Commercialization Entity if a payment is due to Eisai Commercialization Entity, and within forty-five (45) days after receipt of such invoice Biogen Commercialization Entity shall make such payment to Eisai Commercialization Entity or

Profit Sharing. (a) The Commercialization Entities 10.1 Oasmia and Hetero shall share the Collaboration Operating Profit/Loss profit from any Sales of Product in the Applicable Commercial Territory on Territory. The Profit Sharing shall be calculated in accordance with Appendix I. 10.2 Hetero shall present monthly sales statistics for all Sales in the Territory. The figures shall include: total Gross Sales in units sold and total amount in RUB or each country in the Territory. 10.3 Hetero shall keep and maintain complete and accurate records of the sales and all necessary and supporting data for calculation of the Profit to be shared by the Parties. Such records shall be retained during the Term and for a period of three (3) years thereafter. 10.4 To verify the accuracy of accounting for the Product sale in the preceding year, as reflected in the accounting Hetero’s documents, Oasmia shall have the right to once a year nominate a firm of independent certified public accountants; as mutually agreed by Oasmia and Hetero; to inspect respect of the Product Sales and take copies of such records during reasonable business hours, for the purpose of verifying, the Sales of the Product and any applicable Affiliates, provided that such accounting firm shall be first made subject to confidentiality obligations not more burdensome than those to which the Parties are subject to under this Agreement. In any case, Oasmia shall send a copy of the auditor's report to Hetero before a complaint (with reason), in case this is the results of the audit. 10.5 Hetero or its Affiliate is required to reimburse Oasmia for an Eisai Collaboration Product-by-Eisai Collaboration Product basis as set forth below: Commercial Territory Biogen Commercialization Entity’s Percentage Share of Collaboration Operating Profit/Loss Eisai Commercialization Entity’s Percentage Share of Collaboration Operating Profit/Loss Asia Territory 50% 50% underpayment (b) Promptly, and in any event, no later than fifteen amount) it shall do so (together with interest payable pursuant to clause 15) within thirty (30) days following the exchange of Quarterly Reports and any supporting documentation pursuant to Section 8.1(b) its receipt of notice from Oasmia of the Collaboration Agreement, Eisai Commercialization Entity shall submit to Biogen Commercialization Entity a report in the form of Exhibit A hereto setting forth the calculation of 132676890_1 the net amount a Commercialization Entity shall pay to the other Commercialization Entity to result in the sharing of Collaboration Operating Profit/Loss in the Applicable Commercial Territory for the period commencing on the Effective Date and ending on the last day of the Calendar Quarter accountant’s audit. In the event that the accountants’ audit finds that an underpayment of [***] or more has been made by Hetero or its Affiliate, Hetero shall reimburse Oasmia the cost of the audit (within thirty (30) days of its receipt of notice of the results of the audit). 10.6 If Hetero does not agree with the results of the audit, Hetero shall send its written objection to which Oasmia. The Parties shall, within ten (10) days from Oasmia’s receipt of Heteros written objection, discuss the audit results and negotiate in good faith to solve the issue in a reasonable manner. If the Parties cannot agree, the Parties shall nominate an independent auditing organization by mutual decision. 10.7 If Hetero or its Affiliate sells Product in a currency other than RUB, then for purposes of calculating the payable Profit to be shared, such Quarterly Reports relate with respect to each Eisai Collaboration Productnon-RUB Sales will be converted into RUB using Hetero’s standard methodology, which calculation shall give effect be according to the proportions described in Section 1.1(a) International Financial Reporting Standards (a “Profit Sharing Calculation Report”IFRS). Eisai Commercialization Entity Hetero shall then either (i) submit an invoice provide Oasmia with any documents or information reasonably requested by Oasmia in order to comply with any tax, foreign exchange or other laws relating to this Agreement and payments hereunder. The Parties shall cooperate with each other for Oasmia’s applications and reports to any such net amount governmental authorities. 10.8 Hetero shall use its best efforts to Biogen Commercialization Entity if support and protect Oasmia from any taxes, duties or other charges that might be a payment is due to Eisai Commercialization Entity, and result of profit from Sales within forty-five (45) days after receipt of such invoice Biogen Commercialization Entity shall make such payment to Eisai Commercialization Entity orthe Territory.

Profit Sharing. (a) The Commercialization Entities shall share For a three (3) year period (the Collaboration Operating Profit/Loss “Profit Sharing Period”) commencing with the first day of the month following the Closing (the “Commencement Date”), Buyer covenants and agrees to establish a profit sharing plan (the “Profits Plan”) in an amount equal to forty percent (40%) of Buyer’s EBIT for each twelve month period during the Applicable Commercial Territory Profit Sharing Period, commencing on an Eisai Collaboration Product-by-Eisai Collaboration Product basis as set forth below: Commercial Territory Biogen Commercialization Entity’s Percentage Share of Collaboration Operating Profit/Loss Eisai Commercialization Entity’s Percentage Share of Collaboration Operating Profit/Loss Asia Territory 50% 50%the Commencement Date (each a “Profit Sharing Year”). (b) Promptly, The Buyer will calculate and in any event, no later than fifteen (15) days following the exchange of Quarterly Reports and any supporting documentation pursuant deliver to Section 8.1(b) of the Collaboration Agreement, Eisai Commercialization Entity shall submit to Biogen Commercialization Entity a report in the form of Exhibit A hereto setting forth the Seller its calculation of 132676890_1 Buyer’s EBIT, calculated consistently with the net amount a Commercialization Entity shall pay to the other Commercialization Entity to result in the sharing historical practices of Collaboration Operating Profit/Loss in the Applicable Commercial Territory for the period commencing Seller as set forth on the Effective Date and ending on the last day of the Calendar Quarter to which such Quarterly Reports relate with respect to Financial Statements, for each Eisai Collaboration Product, which calculation shall give effect to the proportions described in Section 1.1(a) (a “Profit Sharing Calculation Year during the Profit Sharing Period within thirty days after each of November 30, 2012, 2013 and 2014 (the “EBIT Report”). Eisai Commercialization Entity shall then either Buyer’s calculation method and supporting documentation will be delivered along with the EBIT Report. Unless Seller notifies Buyer within thirty (i) submit an invoice for any such net amount to Biogen Commercialization Entity if a payment is due to Eisai Commercialization Entity, and within forty-five (4530) days after receipt of the EBIT Report that it objects to the computation of EBIT set forth therein (an “Objection Notice”), such invoice Biogen Commercialization Entity calculation shall make be binding and conclusive for the purposes of this Agreement. Seller shall have access, at its sole expense, to the books and records of the Business and to any work papers of Buyer or its accountants during regular business hours to verify the computation of EBIT made by Buyer. If Seller delivers an Objection Notice to Buyer within thirty (30) days after receipt of the EBIT Report, then Seller and Buyer shall negotiate in good faith as to the calculation of EBIT for the Profit Sharing Year in question, and if Seller and Buyer are unable to reach agreement within thirty (30) days from the date of Seller’s Objection Notice, the determination of EBIT shall be submitted to a mutually agreeable third-party firm of independent certified public accountants (the “Special Accountants”) for determination, whose determination shall be binding and conclusive on the parties. If the Special Accountants determine that the EBIT calculation has been understated by ten (10%) percent or more, the Buyer shall pay the fees and expenses of the Special Accountants, and if the EBIT calculation has been understated by less than ten (10%) percent, Stockholders shall pay the fees and expenses of the Special Accountants. (c) Buyer covenants and agrees that cash distributions will be made annually in a lump sum, within five (5) business days of the final determination of EBIT as set forth above, as additional remuneration to those employees of Buyer and in such payment proportions as shall be designated by the Stockholders in advance. (d) Buyer shall not intentionally hinder Seller from earning any amounts under the Profits Plan, including without limitation by (1) preventing the Business’ growth post-closing without a reasonable justification therefor or (2) increasing the Business’ cost structure in a manner inconsistent with industry standards. During the Profit Sharing Period, Buyer covenants and agrees (1) to Eisai Commercialization Entity ormaintain separate books and records for Buyer and the Business in order to allow the Seller and Stockholders to accurately calculate the Business’ EBIT, (2) to act in good faith and operate the Business in the ordinary course of business, including without limitation to use commercially reasonable efforts to ensure that the Business has adequate capital, sales, marketing and operational support, and other resources to attempt to ensure the continued profitability of the Business, in accordance with Seller’s practices in effect prior to the Closing, (3) for the term of their employment with Buyer, to consult with Stockholders and consider their recommendations in good faith with respect to actions (or inactions) which could materially adversely affect the Business or its relationship with customers, suppliers or employees, including pricing decisions, and (4) to cause the Buyer and the Business to be maintained as a stand-alone subsidiary of The ▇.▇. ▇▇▇▇▇▇▇▇ Company and not to combine, merge or consolidate Buyer or the Business, liquidate it, or sell or dispose of any of its assets other than in the ordinary course.

Profit Sharing. (a) The Commercialization Entities shall share the Collaboration Operating Profit/Loss in the Applicable Commercial Territory on an Eisai Collaboration Product-by-Eisai Collaboration Product basis as set forth below: Commercial Territory Biogen Commercialization Entity’s Percentage Share of Collaboration Operating Profit/Loss Eisai Commercialization Entity’s Percentage Share of Collaboration Operating Profit/Loss Asia Territory Japan 50% 50% (b) Promptly, and in any event, no later than fifteen (15) days following the exchange of Quarterly Reports and any supporting documentation pursuant to Section 8.1(b) of the Collaboration Agreement, Eisai Commercialization Entity shall submit to Biogen Commercialization Entity a report in the form of Exhibit A hereto setting forth the calculation of 132676890_1 the net amount a Commercialization Entity shall pay to the other Commercialization Entity to result in the sharing of Collaboration Operating Profit/Loss in the Applicable Commercial Territory for the period commencing on the Effective Date and ending on the last day of the Calendar Quarter to which such Quarterly Reports relate with respect to each Eisai Collaboration Product, which calculation shall give effect to the proportions described in Section 1.1(a) (a “Profit Sharing Calculation Report”). Eisai Commercialization Entity shall then either (i) submit an invoice for any such net amount to Biogen Commercialization Entity if a payment is due to Eisai Commercialization Entity, and within forty-five (45) days after receipt of such invoice Biogen Commercialization Entity shall make such payment to Eisai Commercialization Entity or

Profit Sharing. If Ende is in full compliance with this Agreement then: If all of the following conditions are satisfied: (i) Ende is elected to the Board of Directors of Forest at the 2012 Annual Meeting of Forest stockholders or is appointed to the Board for a term starting in 2012 pursuant to a Settlement Appointment; and (ii) Ende continues to serve as a member of the Board through the Final Date; then Icahn Enterprises agrees to pay to Ende a one-time payment in an amount equal to 1% of the Icahn Profit of Icahn Enterprises and its subsidiaries as calculated by Icahn Enterprises as of the Final Date. The payment to be made pursuant to this Section 3 is the “Ende Payment”. In the event of the occurrence prior to the Final Date of a Sale Event of less than all Forest Securities beneficially owned by Icahn Enterprises and its subsidiaries, and if had such Sale Event occurred on the Final Date, Ende would be entitled to a payment under this Section 3, then: (i) the amount that would be payable as the Ende Payment had such date been the Final Date, shall be placed into an escrow account established by Icahn Enterprises with a bank as escrow agent; (ii) Icahn Enterprises shall enter into an escrow agreement with the escrow agent pursuant to which: (a) The Commercialization Entities If as of the Final Date Ende is entitled to a payment under this Section 3, then 10 days following the calculation of such payment by Icahn Enterprises, Ende shall share be paid the Collaboration Operating Profit/Loss contents of the escrow account, up to the amount of the payment due under this Section 3, (such payment to be treated for all purposes as a payment by Icahn Enterprises of the Ende Payment) and all remaining funds in the Applicable Commercial Territory on an Eisai Collaboration Product-by-Eisai Collaboration Product basis as set forth below: Commercial Territory Biogen Commercialization Entity’s Percentage Share of Collaboration Operating Profit/Loss Eisai Commercialization Entity’s Percentage Share of Collaboration Operating Profit/Loss Asia Territory 50% 50%escrow agreement shall immediately be released from such escrow account and paid to Icahn Enterprises; and (b) PromptlyIf, on any date, the funds in the escrow account exceed the amount that would be payable to Ende as the Ende Payment if such date was the Final Date, all such excess funds shall immediately be released from such escrow account and in any event, no later paid to Icahn Enterprises. Icahn Enterprises shall make the Ende Payment by wire transfer of immediately available funds not more than fifteen (15) 10 days following the exchange of Quarterly Reports and any supporting documentation pursuant to Section 8.1(b) of the Collaboration Agreement, Eisai Commercialization Entity shall submit to Biogen Commercialization Entity a report in the form of Exhibit A hereto setting forth the calculation of 132676890_1 the net amount a Commercialization Entity shall pay to the other Commercialization Entity to result in the sharing of Collaboration Operating Profit/Loss in the Applicable Commercial Territory for the period commencing on the Effective Date and ending on the last day of the Calendar Quarter to which such Quarterly Reports relate with respect to each Eisai Collaboration Product, which calculation shall give effect to the proportions described in Section 1.1(a) (a “Profit Sharing Calculation Report”). Eisai Commercialization Entity shall then either (i) submit an invoice for any such net amount to Biogen Commercialization Entity if a payment is due to Eisai Commercialization Entity, and within forty-five (45) days after receipt of such invoice Biogen Commercialization Entity shall make such payment by Icahn Enterprises. Ende shall provide appropriate wire transfer instructions. For the avoidance of doubt, Ende acknowledges and agrees that Ende has no right to Eisai Commercialization Entity orparticipate in any profit, gains, value or proceeds obtained after the Final Date.

Profit Sharing. If Ende is in full compliance with this Agreement then: If all of the following conditions are satisfied: (i) Ende is elected to the Board of Directors of Forest at the 2012 Annual Meeting of Forest stockholders or is appointed to the Board for a term starting in 2012 pursuant to a Settlement Appointment; and (ii) Ende continues to serve as a member of the Board through the Final Date; then High River agrees to pay to Ende a one-time payment in an amount equal to 1% of the Icahn Profit of High River and its subsidiaries as calculated by High River as of the Final Date. The payment to be made pursuant to this Section 3 is the “Ende Payment”. In the event of the occurrence prior to the Final Date of a Sale Event of less than all Forest Securities beneficially owned by High River and its subsidiaries, and if had such Sale Event occurred on the Final Date, Ende would be entitled to a payment under this Section 3, then: (i) the amount that would be payable as the Ende Payment had such date been the Final Date, shall be placed into an escrow account established by High River with a bank as escrow agent; (ii) High River shall enter into an escrow agreement with the escrow agent pursuant to which: (a) The Commercialization Entities If as of the Final Date Ende is entitled to a payment under this Section 3, then 10 days following the calculation of such payment by High River, Ende shall share be paid the Collaboration Operating Profit/Loss contents of the escrow account, up to the amount of the payment due under this Section 3, (such payment to be treated for all purposes as a payment by High River of the Ende Payment) and all remaining funds in the Applicable Commercial Territory on an Eisai Collaboration Product-by-Eisai Collaboration Product basis as set forth below: Commercial Territory Biogen Commercialization Entity’s Percentage Share of Collaboration Operating Profit/Loss Eisai Commercialization Entity’s Percentage Share of Collaboration Operating Profit/Loss Asia Territory 50% 50%escrow agreement shall immediately be released from such escrow account and paid to High River; and (b) PromptlyIf, on any date, the funds in the escrow account exceed the amount that would be payable to Ende as the Ende Payment if such date was the Final Date, all such excess funds shall immediately be released from such escrow account and in any event, no later paid to High River. High River shall make the Ende Payment by wire transfer of immediately available funds not more than fifteen (15) 10 days following the exchange of Quarterly Reports and any supporting documentation pursuant to Section 8.1(b) of the Collaboration Agreement, Eisai Commercialization Entity shall submit to Biogen Commercialization Entity a report in the form of Exhibit A hereto setting forth the calculation of 132676890_1 the net amount a Commercialization Entity shall pay to the other Commercialization Entity to result in the sharing of Collaboration Operating Profit/Loss in the Applicable Commercial Territory for the period commencing on the Effective Date and ending on the last day of the Calendar Quarter to which such Quarterly Reports relate with respect to each Eisai Collaboration Product, which calculation shall give effect to the proportions described in Section 1.1(a) (a “Profit Sharing Calculation Report”). Eisai Commercialization Entity shall then either (i) submit an invoice for any such net amount to Biogen Commercialization Entity if a payment is due to Eisai Commercialization Entity, and within forty-five (45) days after receipt of such invoice Biogen Commercialization Entity shall make such payment by High River. Ende shall provide appropriate wire transfer instructions. For the avoidance of doubt, Ende acknowledges and agrees that Ende has no right to Eisai Commercialization Entity orparticipate in any profit, gains, value or proceeds obtained after the Final Date.

Profit Sharing. (a) The Commercialization Entities 10.1 Oasmia and Hetero shall share the Collaboration Operating Profit/Loss profit from any Sales of Product in the Applicable Commercial Territory on Territory. The Profit Sharing shall be calculated in accordance with Appendix I. 10.2 Hetero shall present monthly sales statistics for all Sales in the Territory. The figures shall include: total Gross Sales in units sold and total amount in RUB or each country in the Territory. 10.3 Hetero shall keep and maintain complete and accurate records of the sales and all necessary and supporting data for calculation of the Profit to be shared by the Parties. Such records shall be retained during the Term and for a period of three (3) years thereafter. 10.4 To verify the accuracy of accounting for the Product sale in the preceding year, as reflected in the accounting Hetero’s documents, Oasmia shall have the right to once a year nominate a firm of independent certified public accountants; as mutually agreed by Oasmia and Hetero; to inspect respect of the Product Sales and take copies of such records during reasonable business hours, for the purpose of verifying, the Sales of the Product and any applicable Affiliates, provided that such accounting firm shall be first made subject to confidentiality obligations not more burdensome than those to which the Parties are subject to under this Agreement. In any case, Oasmia shall send a copy of the auditor's report to Hetero before a complaint (with reason), in case this is the results of the audit. 10.5 Hetero or its Affiliate is required to reimburse Oasmia for an Eisai Collaboration Product-by-Eisai Collaboration Product basis as set forth below: Commercial Territory Biogen Commercialization Entity’s Percentage Share of Collaboration Operating Profit/Loss Eisai Commercialization Entity’s Percentage Share of Collaboration Operating Profit/Loss Asia Territory 50% 50% underpayment (b) Promptly, and in any event, no later than fifteen amount) it shall do so (together with interest payable pursuant to clause 15) within thirty (30) days following the exchange of Quarterly Reports and any supporting documentation pursuant to Section 8.1(b) its receipt of notice from Oasmia of the Collaboration Agreement, Eisai Commercialization Entity shall submit to Biogen Commercialization Entity a report in the form of Exhibit A hereto setting forth the calculation of 132676890_1 the net amount a Commercialization Entity shall pay to the other Commercialization Entity to result in the sharing of Collaboration Operating Profit/Loss in the Applicable Commercial Territory for the period commencing on the Effective Date and ending on the last day of the Calendar Quarter accountant’s audit. In the event that the accountants’ audit finds that an underpayment of [***] or more has been made by Hetero or its Affiliate, Hetero shall reimburse Oasmia the cost of the audit (within thirty (30) days of its receipt of notice of the results of the audit). 10.6 If Hetero does not agree with the results of the audit, Hetero shall send its written objection to which Oasmia. The Parties shall, within ten (10) days from Oasmia’s receipt of Heteros written objection, discuss the audit results and negotiate in good faith to solve the issue in a reasonable manner. If the Parties cannot agree, the Parties shall nominate an independent auditing organization by mutual decision. 10.7 If Hetero or its Affiliate sells Product in a currency other than RUB, then for purposes of calculating the payable Profit to be shared, such Quarterly Reports relate with respect to each Eisai Collaboration Productnon-RUB Sales will be converted into RUB using Hetero’s standard methodology, which calculation shall give effect be according to the proportions described in Section 1.1(a) International Financial Reporting Standards (a “Profit Sharing Calculation Report”IFRS). Eisai Commercialization Entity Hetero shall then either (i) submit an invoice provide Oasmia with any documents or information reasonably requested by Oasmia in order to comply with any tax, foreign exchange or other laws relating to this Agreement and payments hereunder. The Parties shall cooperate with each other for Oasmia’s applications and reports to any such net amount governmental authorities. [***] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION 10.8 Hetero shall use its best efforts to Biogen Commercialization Entity if support and protect Oasmia from any taxes, duties or other charges that might be a payment is due to Eisai Commercialization Entity, and result of profit from Sales within forty-five (45) days after receipt of such invoice Biogen Commercialization Entity shall make such payment to Eisai Commercialization Entity orthe Territory.

Profit Sharing. (a) The Commercialization Entities shall share the Collaboration Operating Profit/Loss in the Applicable Commercial Territory on an Eisai Collaboration Product-by-Eisai Collaboration Product basis as set forth below: Commercial Territory Biogen Commercialization Entity’s Percentage Share of Collaboration Operating Profit/Loss Eisai Commercialization Entity’s Percentage Share of Collaboration Operating Profit/Loss Asia Rest of World Territory 50% 50% (b) Promptly, and in any event, no later than fifteen (15) days following the exchange of Quarterly Reports and any supporting documentation pursuant to Section 8.1(b) of the Collaboration Agreement, Eisai Commercialization Entity shall submit to Biogen Commercialization Entity a report in the form of Exhibit A hereto setting forth the calculation of 38 132676890_1 the net amount a Commercialization Entity shall pay to the other Commercialization Entity to result in the sharing of Collaboration Operating Profit/Loss in the Applicable Commercial Territory for the period commencing on the Effective Date and ending on the last day of the Calendar Quarter to which such Quarterly Reports relate with respect to each Eisai Collaboration Product, which calculation shall give effect to the proportions described in Section 1.1(a) (a “Profit Sharing Calculation Report”). Eisai Commercialization Entity shall then either (i) submit an invoice for any such net amount to Biogen Commercialization Entity if a payment is due to Eisai Commercialization Entity, and within forty-five (45) days after receipt of such invoice Biogen Commercialization Entity shall make such payment to Eisai Commercialization Entity or

Profit Sharing. (a) The Commercialization Entities Developer’s Investment, ▇▇▇▇▇’s Contribution and all cost and profit sharing agreements between MILRA and Developer shall share the Collaboration Operating Profit/Loss be reflected in the Applicable Commercial Territory Project Area Development Agreement, including, without limitation, the cash-out waterfall in the event of Developer’s exercise of the purchase option under a Ground Lease. Commencing upon the Closing Date for each Project Area in connection with a particular Project Area Development Agreement and continuing through the duration of the applicable Ground Lease related to such Project Area, MILRA and Developer will share all Net Cash Flows for each Project Area as follows: 3.7.1 calculate the “MILRA Basis” by taking the dollar value assigned to the specific Project Area on an Eisai Collaboration ProductExhibit “G”, less the value of any Excluded Property in accordance with Section 2.2.1 based upon the percentage of the land (acreage) and buildings excluded, adding the value of any Excluded Property re-byinserted into the Project in accordance with Section 2.2.3 (if any) based upon the percentage of the land (acreage) and buildings added, and adding a ten percent (10%) annualized return on the MILRA Basis for that Project Area, beginning on the Closing Date, which results in the “MILRA Initial Basis” (which shall also include the calculation in 3.7.3 (e) below); 3.7.2 calculate the “Developer Basis” by taking the dollar value of all of Developer’s Due Diligence Costs, Planning Costs, development costs (including horizontal construction, infrastructure and site work), third-Eisai Collaboration Product party expenses (and for all Due Diligence Costs, Planning Costs, development costs and third-party expenses which cannot be allocated to a specific Project Area, those amounts shall be added based upon the amount multiplied by percentage derived from the amount of total revenue producing acreage for the particular Project Area over the amount of total revenue producing acreage for the Overall Property not including the Excluded Property) and adding a ten percent (10%) annualized return on the Developer Basis for that Project Area, beginning on the Closing Date, which results in the “Developer Initial Basis”; 3.7.3 calculate the “Total Initial Basis” by adding the MILRA Initial Basis and the Developer Initial Basis, then the “MILRA Initial Basis Percentage” shall be the percentage of the MILRA Initial Basis over the Total Initial Basis and the “Developer Initial Basis Percentage” shall be the percentage of the Developer Initial Basis over the Total Initial Basis; 3.7.4 MILRA and Developer shall then split all Net Cash Flows for each Project Area, with MILRA receiving its share based upon the MILRA Initial Basis Percentage multiplied by the Net Cash Flows for the Project Area and Developer receiving its share based upon the Developer Initial Basis Percentage multiplied by the Net Cash Flows for the Project Area; 3.7.5 Notwithstanding the foregoing formula calculations, it is the intent of the Parties that the Basis of each party shall reflect the amount of expenditures as of the closing date of disposition to a third party. To the extent MILRA expends more or less than the value assigned to a specific Project Area on Exhibit “G,” then the MILRA Basis shall be adjusted up or down, as the context requires. To the extent the Parties arrange to sell only a portion of a Project Area, the Parties shall allocate their respective Basis on a pro rata calculation of the amount of land (acreage) and buildings bear to the entire Project Area. Each specific Project Area Development Agreement shall provide any further allocations as may be appropriate. 3.7.6 The basis as set forth below: Commercial Territory Biogen Commercialization Entity’s Percentage Share of Collaboration Operating Profit/Loss Eisai Commercialization Entity’s Percentage Share of Collaboration Operating Profit/Loss Asia Territory 50% for each party shall be increased by fifty percent (50% (b) Promptly, and in any event, no later than fifteen (15) days following the exchange of Quarterly Reports and any supporting documentation pursuant to Section 8.1(b) of the Collaboration Agreementdollar value of all grants, Eisai Commercialization Entity shall submit to Biogen Commercialization Entity a report in abatements, incentives, or other third party funding received for the form of Exhibit A hereto setting forth the calculation of 132676890_1 the net specific Project Area; and 3.7.7 Once MILRA has received an amount a Commercialization Entity shall pay equal to the other Commercialization Entity to result in the sharing of Collaboration Operating Profit/Loss in the Applicable Commercial Territory for the period commencing on the Effective Date MILRA Initial Basis and ending on the last day of the Calendar Quarter to which such Quarterly Reports relate with respect to each Eisai Collaboration Product, which calculation shall give effect Developer has received an amount equal to the proportions described in Section 1.1(a) (a “Profit Sharing Calculation Report”). Eisai Commercialization Entity Developer Initial Basis, then the MILRA Initial Basis Percentage shall then either (i) submit an invoice for any such net amount to Biogen Commercialization Entity if a payment is due to Eisai Commercialization Entity, and within fortybe reduced by twenty-five (4525) days percentage points to produce the “MILRA Final Basis Percentage” and the Developer Initial Basis Percentage shall be increased by twenty-five (25) percentage points to produce the “Developer Final Basis Percentage”, and the parties shall receive the remainder of the Net Cash Flows in proportion to the MILRA Final Basis Percentage and the Developer Final Basis Percentage. MILRA and Developer shall set forth this allocation in each Project Area Development Agreement. By way of illustration of the above calculations, if MILRA Initial Basis is $1,000,000.00 and Developer Initial Basis is $1,000,000.00 for a Project Area (so the MILRA Initial Basis Percentage is 50% and the Developer Initial Basis Percentage is 50%), and the Project Area, or portion thereof, leases/sells for $3,000,000.00 one year after receipt the execution of such invoice Biogen Commercialization Entity shall make such payment to Eisai Commercialization Entity ora Project Area Development Agreement and completion if the applicable Project Improvements (10% annual interest=$100,000.00), then MILRA would receive $1,100,000.00 (MILRA dollar value, plus $100,000.00 (10% interest)), and Developer would receive $1,100,000.00 (Developer costs, etc., plus $100,000.00 (10% interest)), then the MILRA Final Basis Percentage would be 25% (50%-25%) and the Developer Final Basis Percentage would be 75% (50%+25%), so the remaining $800,000 would be divided so that MILRA receives $200,000.00 of that $800,000.00 and Developer receives $600,000.00 of that $800,000.00.