Shared Territory. Except as set forth in Section 12.6(f), Roche shall determine which Party shall institute an infringement suit or take other appropriate action to enforce the Prothena Technology and/or Roche Technology arising by reason of [*] (an “Enforcement Action”) against an Infringer in the Shared Territory. The costs and expenses of any Enforcement Action in the Shared Territory, including without limitation fees of attorneys and other professionals, shall be shared in the following ratio: [*]. Any award paid by Third Parties as a result of an Enforcement Action in the Shared Territory, whether by way of settlement or otherwise, shall be shared in the following ratio: [*].
Shared Territory. Patent counsel for each Party shall discuss and determine how best to control the defense of an Infringement Claim in the Shared Territory. In the event the Parties cannot agree on the defense of any Infringement Claim, such defense shall be controlled by [*], provided that [*] shall have the right to participate in such defense and to be represented in any such action by counsel of its selection at its sole discretion and sole cost. The entity that controls the defense of the Infringement Claim shall also have the right to control settlement of such Infringement Claim; provided, however, that no settlement shall be entered into without the other Party’s prior written consent, which shall not be unreasonably withheld, delayed, or conditioned. The expenses of defense, settlement, and judgments pursuant to this Section 12.7(b) shall be shared in the following ratio: [*].
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.
Shared Territory costs of the filing for, prosecution and maintenance of Sole Patent Rights or Joint Patent Rights under Sections 10.2.1 and 10.2.2 above in the Shared Territory, in each case incurred after the Effective Date, shall be treated as Patent Expenses. Prior to the First Commercial Sale of a Shared Product in the Shared Territory, Patent Expenses shall be treated as Development Costs and following the First Commercial Sale of a Collaboration Product in the Shared Territory, Patent Expenses shall be equally shared between the Parties (and shall be treated as an Allowable Expense and deducted from Net Sales before Net Profit (Loss) is calculated, if applicable).
Shared Territory. The JCC shall select the Collaboration Product Xxxx to Commercialize Collaboration Product throughout the Shared Territory with a view to establishing one single brand name for Collaboration Product in the entire Shared Territory. The Parties shall use such selected Collaboration Product Marks as the common brand name under which a Collaboration Product will be marketed in the Field in the Shared Territory in order to maximize brand equity and the corresponding return on Development and marketing expenditures, unless on a country-by-country basis the JCC otherwise reasonably determines that use of such Collaboration Product Marks in a particular country in the Shared Territory would not be permitted by Law or would not be beneficial from a commercial perspective. The JCC shall have the final decision-making authority regarding the selection of alternative Collaboration Product Marks for use in any country in the Shared Territory.
Shared Territory. The filing for, prosecution and maintenance of Joint Patent Rights in the Shared Territory, shall be made by mutual agreement of the Parties in accordance with the Patent Prosecution Plan. Otsuka shall be responsible for the preparation, filing, prosecution and maintenance, in joint names of Otsuka and Acucela, of the Joint Patent Rights in the Shared Territory in accordance with the Patent Prosecution Plan.
Shared Territory costs that are incurred by a Party under Sections 10.3, 10.4 and 10.5 with respect to the Shared Territory prior to Regulatory Approval to market Collaboration Product in the Shared Territory shall be borne in the same manner as if such costs were Development Costs, and such costs which are incurred following Regulatory Approval to market Collaboration Product in the Shared Territory shall be equally shared between the Parties (and thus shall be an element of Allowable Expenses, if applicable). The amount of any recovery from such Third Party (net of such enforcement costs) shall be equally shared between the Parties (by being deemed to be Net Sales and shared between the Parties as provided in Section 6.5.1, if applicable)
Shared Territory. (i) Notwithstanding the foregoing, if, and only if, Galapagos has exercised the Co-Promotion Option, Gilead will be the lead Party responsible for all Commercialization activities relating to Licensed Products or applicable Gilead Combination Products in the Shared Territory, and the Parties, under the direction of the JCC and in accordance with the terms and conditions of this Agreement, will participate in the planning and conduct of such Commercialization activities as and to the extent set forth in Section 5.2(b). Each Party shall use Commercially Reasonable Efforts to conduct Co-Promotion activities for the Licensed Products or applicable Gilead Combination Products in the Shared Territory in accordance with the Co-Promotion Plan. * Confidential Information, indicated by […***…], has been omitted from this filing and filed separately with the Securities and Exchange Commission.
(ii) In the event that Galapagos underperforms its Detailing obligations in a particular country over any […***…] period by […***…], upon written notification from Gilead of such underperformance, Galapagos shall have […***…] days to cure such underperformance by satisfying the lesser of (A) […***…] in such […***…] period and (B) […***…] during such […***…] day cure period, and if such cure is not affected within such […***…] day period or if such underperformance occurs a […***…] time within a period of […***…] (such […***…] time, for clarity, not being subject to any cure period), then Gilead shall have the right on written notice to Galapagos to […***…], and […***…], which […***…] shall also result in […***…] if no other Licensed Products or Gilead Combination Products are being Co-Promoted at such time and termination of profit sharing pursuant to Section 8.7, after which the Licensed Products and Gilead Combination Products in such country shall be subject to royalty payments pursuant to Section 8.3.
Shared Territory. The Parties shall have co-exclusive rights in the Shared Territory to Exploit the Collaboration Combination, including development, commercialization and licensing. All decisions regarding Exploitation of the Collaboration Combination or Collaboration Products in the Shared Territory shall be made by mutual agreement of the Parties; 18 provided that, such decisions shall not be subject to Section 12.3 if the Parties are unable to reach agreement regarding such Exploitation.
Shared Territory. 9.1 Te'mexw will resolve Shared Territory issues with other First Nations and provide regular reports, as requested by the Parties or the British Columbia Treaty Commission, on the status of any such issues to the Main Table.
