/Docs/G/NIH-License-Patent-Exclusive-CmA/Sec/0.md
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Reports on Progress, Benchmarks, Sales, and Payments
  1. Prior to signing this Agreement, Licensee has provided IC with the Commercial Development Plan in Appendix E, under which Licensee intends to bring the subject matter of the Licensed Patent Rights to the point of Practical Application. This Commercial Development Plan is hereby incorporated by reference into this Agreement. Based on this plan, performance Benchmarks are determined as specified in Appendix D.
  2. Licensee shall provide written annual reports on its product development progress or efforts to commercialize under the Commercial Development Plan for each of the Licensed Fields of Use within sixty (60) days after December 31 of each calendar year. These progress reports shall include, but not be limited to: progress on research and development, status of applications for regulatory approvals, manufacture and status of sublicensing, marketing, importing, and sales during the preceding calendar year, as well as, plans for the present calendar year. IC also encourages these reports to include information on any of Licensee's public service activities that relate to the Licensed Patent Rights. If reported progress differs from that projected in the Commercial Development Plan and Benchmarks, Licensee shall explain the reasons for these differences. In the annual report, Licensee may propose amendments to the Commercial Development Plan, acceptance of which by IC may not be denied unreasonably. Licensee agrees to provide any additional information reasonably required by IC to evaluate Licensee's performance under this Agreement. Licensee may amend the Benchmarks at any time upon written approval by IC. IC shall not unreasonably withhold approval of any request of Licensee to extend the time periods of this schedule if the request is supported by a reasonable showing by Licensee of diligence in its performance under the Commercial Development Plan and toward bringing the Licensed Products to the point of Practical Application as defined in 37 C.F.R. §404.3(d). Licensee shall amend the Commercial Development Plan and Benchmarks at the request of IC to address any Licensed Fields of Use not specifically addressed in the plan originally submitted.
  3. Licensee shall report to IC the dates for achieving Benchmarks specified in Appendix D and the First Commercial Sale in each country in the Licensed Territory within thirty (30) days of such occurrences.
  4. Licensee shall submit to IC, within sixty (60) days after each calendar half year ending June 30 and December 31, a royalty report, as described in the example in Appendix F, setting forth for the preceding half year period the amount of the Licensed Products sold or Licensed Processes practiced by or on behalf of Licensee in each country within the Licensed Territory, the Net Sales, and the amount of royalty accordingly due. With each royalty report, Licensee shall submit payment of earned royalties due. If no earned royalties are due to IC for any reporting period, the written report shall so state. The royalty report shall be certified as correct by an authorized officer of Licensee and shall include a detailed listing of all deductions made under Paragraph 2.13 to determine Net Sales made under Article 6 to determine royalties due. The royalty report shall also identify the site of manufacture for the Licensed Product(s) sold in the United States.
  5. Licensee agrees to forward semi annually to IC a copy of these reports received by Licensee from its sublicensees during the preceding half year period as shall be pertinent to a royalty accounting to IC by Licensee for activities under the sublicense.
  6. Royalties due under Article 6 shall be paid in U.S. dollars and payment options are listed in Appendix G. For conversion of foreign currency to U.S. dollars, the conversion rate shall be the New York foreign exchange rate quoted in The Wall Street Journal on the day that the payment is due. Any loss of exchange, value, taxes, or other expenses incurred in the transfer or conversion to U.S. dollars shall be paid entirely by Licensee. The royalty report required by Paragraph 9.4 shall be mailed to IC at its address for Agreement Notices indicated on the Signature Page.
  7. Licensee shall be solely responsible for determining if any tax on royalty income is owed outside the United States and shall pay the tax and be responsible for all filings with appropriate agencies of foreign governments.
  8. Additional royalties may be assessed by IC on any payment that is more than ninety (90) days overdue at the rate of one percent (1%) per month. This one percent (1%) per month rate may be applied retroactively from the original due date until the date of receipt by IC of the overdue payment and additional royalties. The payment of any additional royalties shall not prevent IC from exercising any other rights it may have as a consequence of the lateness of any payment.
  9. All plans and reports required by this Article 9 and marked “confidential” by Licensee shall, to the extent permitted by law, be treated by IC as commercial and financial information obtained from a person and as privileged and confidential, and any proposed disclosure of these records by IC under the Freedom of Information Act (FOIA), 5 U.S.C. §552 shall be subject to the predisclosure notification requirements of 45 C.F.R. §5.65(d).