Accounting for Payments. (a) Any amounts which remain unpaid after the date they are due to UFRF under this Section 6, Section 7 or any other provision of this Agreement accrue interest from the due date at the rate of [*] percent ([*]%) per month. This interest provision is not a grant of permission for any payment delays. Licensee is responsible for repayment to UFRF of any attorney, collection agency, and other out-of-pocket expenses to collect overdue payments. (b) Except as otherwise directed, Licensee shall pay all amounts owing to UFRF under this Agreement in United States dollars at the following address: Licensee shall convert all monies owing in currencies other than United States dollars at the rate shown in the Federal Reserve Noon Valuation—Value of Foreign Currencies on the day preceding the payment due date. (c) On the date of each payment to UFRF, Licensee shall include on all accounting statements a written representation signed by an executive officer of Licensee that states that, to the best of such officer’s knowledge, the statements are true, accurate, and fairly represent all amounts payable to UFRF pursuant to this Agreement. Licensee shall provide accounting on a per-country and product line, model or trade name basis and shall summarize them on the form shown in Appendix D–UFRF Royalty Report. (d) If no payment is owed to UFRF, Licensee shall supply an accounting demonstrating that fact to UFRF. (e) Licensee shall be entitled to deduct from the royalty payments otherwise due to UFRF hereunder the amount of any withholding taxes, value-added taxes or other taxes, levies or charges which may be imposed on UFRF by any government or political subdivision with respect to such royalty payments that are required to be withheld by Licensee. Licensee shall pay to the appropriate governmental authority on behalf of UFRF such taxes, levies or charges that are withheld. Licensee shall use reasonable efforts to take such action as may be reasonably requested by UFRF, and at UFRF’s cost, to minimize any such taxes, levies or charges required to be withheld on behalf of UFRF by Licensee. Licensee promptly shall deliver to UFRF proof of payment of all such taxes, levies and other charges, together with copies of all communications from or with such governmental authority with respect directly related thereto. Licensee is responsible for all wire/bank fees associated with all payments due to UFRF pursuant to this Agreement.
Appears in 2 contracts
Samples: Exclusive License Agreement (Audentes Therapeutics, Inc.), Exclusive License Agreement (Audentes Therapeutics, Inc.)
Accounting for Payments. (a) Any amounts which remain unpaid after the date they are due to UFRF undisputed, overdue amount under this Section 6, Section 7 or any other provision of this Agreement shall accrue interest from the due date at the rate of [**] percent ([**]%) per month. This interest provision is not a grant of permission for any payment delays, and shall not accrue on the portions of any overdue amounts that are disputed in good faith. Licensee is responsible for repayment to UFRF of any reasonable attorney, collection agency, and or other out-of-pocket expenses to collect overdue payments.
(b) Except as otherwise directed, Licensee shall pay all amounts owing to UFRF under this Agreement in United States dollars at the following address: Licensee shall convert all monies owing in currencies other than United States dollars at in accordance with Licensee’s reasonable then-current standard exchange rate methodology as applied in its external reporting for the rate shown in the Federal Reserve Noon Valuation—Value conversion of Foreign Currencies on the day preceding the payment due dateforeign currency sales into U.S. Dollars. Licensee shall give UFRF prompt written notice of any changes to Licensee’s customary and usual procedures for currency conversion.
(c) On the date of each payment to UFRF, Licensee shall include on all accounting statements submit a written representation signed by an executive officer of Licensee that states that, to completed royalty report in the best of such officer’s knowledge, the statements are true, accurate, and fairly represent all form shown in Appendix D–UFRF Royalty Report showing how any amounts payable to UFRF pursuant to this Agreementhave been calculated. Licensee Such royalty report shall provide accounting on a per-country and product lineLicense Product-by-License Product basis. In addition, model or trade name basis Licensee shall include with all such reports a written representation signed by an officer of Licensee on behalf of Licensee that (i) the Net Sales amounts used to prepare such statements have been prepared in accordance with the Accounting Principles and shall summarize them on (ii) the form shown amounts payable to UFRF reflected in Appendix D–UFRF Royalty Reportsuch statements have been calculated in accordance with this Agreement.
(d) If Following the First Commercial Sale, if no payment is owed to UFRF, Licensee shall supply an accounting demonstrating that fact to UFRF.
(e) Licensee shall be entitled to deduct from the royalty make all payments otherwise due to UFRF hereunder the amount under this Agreement without deduction for taxes, assessments, or other charges of any withholding taxes, value-added taxes or other taxes, levies or charges kind which may be imposed on UFRF by any government or political subdivision with respect to such royalty payments that are required any amounts payable to be withheld by LicenseeUFRF pursuant to this Agreement. Licensee shall pay to the appropriate governmental authority on behalf of UFRF All such taxes, levies assessments, or charges that are withheld. Licensee shall use reasonable efforts to take such action as may be reasonably requested by UFRF, and at UFRF’s cost, to minimize any such taxes, levies or charges required to be withheld on behalf of UFRF by Licensee. Licensee promptly shall deliver to UFRF proof of payment of all such taxes, levies and other charges, together with copies of all communications from or with such governmental authority with respect directly related theretoif any, shall be assumed by Licensee. Licensee is responsible for all wire/bank fees associated with all payments due to UFRF pursuant to this Agreement.
Appears in 1 contract
Accounting for Payments. (a) Any amounts which remain unpaid after the date they are due to UFRF under this Section 6, Section 7 or any other provision of this Agreement agreement accrue interest from the due date at the rate of [*] percent ([*]%) % per month. This interest provision is not a grant of permission for any payment delays. Licensee is responsible for repayment to UFRF of any reasonable attorney, collection agency, and other out-of-pocket expenses to collect overdue payments.
(b) Except as otherwise directed, Licensee shall pay all amounts owing to UFRF under this Agreement in United States dollars at the following addressaddress or by wire transfer: University of Florida Research Foundation, Incorporated 288 Xxxxxxx Xxxx, PO Box 115500 Gainesville, Florida 32611-5500 Attention: Business Manager For Wire Transfer Information: xxxx://xxxxxxxx.xxx.xxx/ufrf/wiring.html The wire transfer link is also included at the bottom of all invoices for your accounting purposes. Licensee shall convert all monies owing in currencies other than United States dollars at the rate shown in the Federal Reserve Noon Valuation—Valuation - Value of Foreign Currencies on the day preceding the payment due date.
(c) On the date of each payment to UFRF, Licensee shall submit a certified full accounting statement showing how any amounts payable to UFRF have been calculated. In addition to being certified, the Licensee shall include on all accounting statements a written representation signed by an executive officer of Licensee that states that, to the best of such officer’s knowledge, that the statements are true, accurate, and fairly represent all amounts payable to UFRF pursuant to this Agreement. Licensee shall provide accounting on a per-country and product line, model or trade name basis and shall summarize them on the form shown in Appendix D–UFRF D Royalty Report.
(d) If no payment is owed to UFRF, Licensee shall supply an accounting demonstrating that fact to UFRF.
(e) Licensee shall be entitled to deduct from the royalty make all payments otherwise due to UFRF hereunder the amount under this Agreement net of taxes, assessments, or other charges of any withholding taxes, value-added taxes or other taxes, levies or charges kind which may be imposed on UFRF by any government or political subdivision with respect to such royalty payments that are required any amounts payable to UFRF pursuant to this Agreement. All taxes, assessments, or other charges shall be withheld assumed by Licensee. Licensee shall pay to the appropriate governmental authority on behalf extent those taxes fall within the scope of UFRF such taxes, levies or charges that are withheld. Licensee shall use reasonable efforts to take such action as may be reasonably requested by UFRF, and at UFRF’s cost, to minimize any such taxes, levies or charges required to be withheld on behalf of UFRF by Licensee. Licensee promptly shall deliver to UFRF proof of payment of all such taxes, levies and other charges, together with copies of all communications from or with such governmental authority with respect directly related theretothe foregoing sentence. Licensee is responsible for all wire/bank fees associated with all payments due to UFRF pursuant to this Agreement.
Appears in 1 contract
Samples: Standard Exclusive License Agreement (Solid Biosciences Inc.)
Accounting for Payments. (a) Any amounts which remain unpaid after the date they are due to UFRF under this Section 6, Section 7 or any other provision of this Agreement agreement accrue interest from the due date at the rate of [*] percent ([*]%) % per month. This interest provision is not a grant of permission for any payment delays. Licensee is responsible for repayment to UFRF of any reasonable attorney, collection agency, and other out-of-pocket expenses to collect overdue payments.
(b) Except as otherwise directed, Licensee shall pay all amounts owing to UFRF under this Agreement in United States dollars at the following addressaddress or by wire transfer: University of Florida Research Foundation, Incorporated 000 Xxxxxxx Xxxx, PO Box 115500 Gainesville, Florida 32611-5500 Attention: Business Manager For Wire Transfer Information: xxxx://xxxxxxxx.xxx.xxx/ufrf/wiring.html The wire transfer link is also included at the bottom of all invoices for your accounting purposes. Licensee shall convert all monies owing in currencies other than United States dollars at the rate shown in the Federal Reserve Noon Valuation—Valuation - Value of Foreign Currencies on the day preceding the payment due date.
(c) On the date of each payment to UFRF, Licensee shall submit a certified full accounting statement showing how any amounts payable to UFRF have been calculated. In addition to being certified, the Licensee shall include on all accounting statements a written representation signed by an executive officer of Licensee that states that, to the best of such officer’s knowledge, that the statements are true, accurate, and fairly represent all amounts payable to UFRF pursuant to this Agreement. Licensee shall provide accounting on a per-country and product line, model or trade name basis and shall summarize them on the form shown in Appendix D–UFRF D Royalty Report.
(d) If no payment is owed to UFRF, Licensee shall supply an accounting demonstrating that fact to UFRF.
(e) Licensee shall be entitled to deduct from the royalty make all payments otherwise due to UFRF hereunder the amount under this Agreement net of taxes, assessments, or other charges of any withholding taxes, value-added taxes or other taxes, levies or charges kind which may be imposed on UFRF by any government or political subdivision with respect to such royalty payments that are required any amounts payable to UFRF pursuant to this Agreement. All taxes, assessments, or other charges shall be withheld assumed by Licensee. Licensee shall pay to the appropriate governmental authority on behalf extent those taxes fall within the scope of UFRF such taxes, levies or charges that are withheld. Licensee shall use reasonable efforts to take such action as may be reasonably requested by UFRF, and at UFRF’s cost, to minimize any such taxes, levies or charges required to be withheld on behalf of UFRF by Licensee. Licensee promptly shall deliver to UFRF proof of payment of all such taxes, levies and other charges, together with copies of all communications from or with such governmental authority with respect directly related theretothe foregoing sentence. Licensee is responsible for all wire/bank fees associated with all payments due to UFRF pursuant to this Agreement.
Appears in 1 contract
Samples: Standard Exclusive License Agreement (Solid Biosciences Inc.)