Ti	=	Reports on Progress, Benchmarks, Sales, and Payments
1.sec	=	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.sec	=	{_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.sec	=	{_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.sec	=	{_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.sec	=	{_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.sec	=	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.sec	=	{_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.sec	=	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.sec	=	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).
	=	[G/Z/ol/s9]