/Docs/G/NIH-License-Patent-Exclusive-CmA/Sec/Pay/0.md
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Ti = Royalties and Reimbursement
1.sec = {_Licensee} agrees to pay {_IC} a noncreditable, nonrefundable license issue royalty as set forth in Appendix C.
2.sec = {_Licensee} agrees to pay {_IC} a nonrefundable minimum annual royalty as set forth in Appendix C.
3.sec = {_Licensee} agrees to pay {_IC} earned royalties as set forth in Appendix C.
4.sec = {_Licensee} agrees to pay {_IC} benchmark royalties as set forth in Appendix C.
5.sec = {_Licensee} agrees to pay {_IC} sublicensing royalties as set forth in Appendix C.
6.0.sec = A patent or patent application licensed under {_this_Agreement} shall cease to fall within the {_Licensed_Patent_Rights} for the purpose of computing earned royalty payments in any given country on the earliest of the dates that:
6.1.sec = the application has been abandoned and not continued;
6.2.sec = the patent expires or irrevocably lapses, or
6.3.sec = the patent has been held to be invalid or unenforceable by an unappealed or unappealable decision of a court of competent jurisdiction or administrative agency.
6. = [G/Z/ol-a/s3]
7.sec = No multiple royalties shall be payable because any {_Licensed_Products} or {_Licensed_Processes} are covered by more than one of the {_Licensed_Patent_Rights}.
8.sec = On sales of the {_Licensed_Products} by {_Licensee} to sublicensees or on sales made in other than an arms length transaction, the value of the {_Net_Sales} attributed under this Article 6 to this transaction shall be that which would have been received in an arms length transaction, based on sales of like quantity and quality products on or about the time of this transaction.
9.sec = With regard to unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within the {_Licensed_Patent_Rights} and paid by {_IC} prior to the effective date of {_this_Agreement}, {_Licensee} shall pay {_IC}, as an additional royalty, within sixty (60) days of {_IC}’s submission of a statement and request for payment to {_Licensee}, an amount equivalent to these unreimbursed expenses previously paid by {_IC}.
10.sec = With regard to unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within the {_Licensed_Patent_Rights} and paid by {_IC} on or after the effective date of {_this_Agreement}, {_IC}, at its sole option, may require {_Licensee}:
10.1.sec = to pay {_IC} on an annual basis, within sixty (60) days of {_IC}’s submission of a statement and request for payment, a royalty amount equivalent to these unreimbursed expenses paid during the previous calendar year(s);
10.2.sec = to pay these unreimbursed expenses directly to the law firm employed by {_IC} to handle these functions. However, in this event, {_IC} and not {_Licensee} shall be the client of the law firm; or
10.3.sec = in limited circumstances, {_Licensee} may be given the right to assume responsibility for the preparation, filing, prosecution, or maintenance of any patent application or patent included with the {_Licensed_Patent_Rights}. In that event, {_Licensee} shall directly pay the attorneys or agents engaged to prepare, file, prosecute, or maintain these patent applications or patents and shall provide {_IC} with copies of each invoice associated with these services as well as documentation that these invoices have been paid.
10. = [G/Z/ol-a/s3]
11.sec = {_IC} agrees, upon written request, to provide {_Licensee} with summaries of patent prosecution invoices for which {_IC} has requested payment from {_Licensee} under Paragraphs 6.9 and 6.10. {_Licensee} agrees that all information provided by {_IC} related to patent prosecution costs shall be treated as confidential commercial information and shall not be released to a third party except as required by law or a court of competent jurisdiction.
12.sec = {_Licensee} may elect to surrender its rights in any country of the {_Licensed_Territory} under any of the {_Licensed_Patent_Rights} upon ninety (90) days written notice to {_IC} and owe no payment obligation under Paragraph 6.10 for patent-related expenses paid in that country after ninety (90) days of the effective date of the written notice.
= [G/Z/ol/s12]