definiens: shall mean, on a country - by - country basis in the Territory, beginning on the First Commercial Sale i n the applicable country, an amount ( agreed upon by the JFC at least eighteen ( 18 ) months prior to the Anticipa ted First Commercial Sale in the country ) to [ * * * * * * * * * * * ], such amount to be determined by the JFC as of Janua ry 1 of each following Contract Year . For the avoid ance of doubt, shall not inclu de any amounts included in Company HQ Costs, Medica l Affairs Cost, Sales Force Cost, or Other Shared Exp enses or any other amounts included in Shared Promo tion Expenses ( other than Commercial Overhead Charge ) . U nless otherwise agreed by the JFC and JCC, the Commercial Overhead Charge shall be a fixed amount for each Contract Year . Notwithstanding the foregoi ng, the Parties shall have the right to mutually agree to adjust the Commercial Overhead Charge once in a given Contract Year for a given country to reflect unfore seen circumstances