Common use of Fees Royalties and Payments Clause in Contracts

Fees Royalties and Payments. 4.1 NURSERY shall reimburse USDA for all fees and expenses incurred by USDA in filing and prosecuting the Licensed Patent prior to the Effective Date in the total amount of ______________ Dollars ($X,XXX.XX). Payment shall be due within thirty (30) days of the Effective Date. 4.2 NURSERY shall pay USDA a royalty of _______ ($X.XX) for each (description of Licensed Product, e.g., cutting, potted plant, tree, budwood) of the Licensed Variety sold by NURSERY and its sublicensees during the term of this Agreement. Replacements that NURSERY is required to make and any stock returned to NURSERY for credit may be deducted from royalties due. (Description of Licensed Product, e.g., Trees) propagated for test purposes shall not be subject to royalty payment, provided that NURSERY ensures that none of the test (description of Licensed Product, e.g., trees) are sold or otherwise transferred to third parties. (Description of Licensed Product, e.g., Trees) shall be considered sold when billed or invoiced. Royalties shall be due and payable upon submission of each royalty report, in accordance with the provisions of Paragraph 5.2 below. 4.3 NURSERY shall reimburse USDA for all fees paid by USDA to the U.S. Patent and Trademark Office for the filing, prosecution, and issuance of the Licensed Patent during the term of this Agreement. USDA shall provide NURSERY a statement of all such payments at the time they are made by USDA, and reimbursement shall be due within thirty (30) days of receipt of such statement. 4.4 NURSERY, or its sublicensees or agents, shall apply for plant breeder’s rights for the Licensed Variety in all countries outside the United States that are included in Licensed Territory Two, and all such applications shall be made in the name of the United States of America as represented by the Secretary of Agriculture. NURSERY, or its sublicensees or agents, shall be responsible for the preparation and submission of all required documents to the appropriate authorities. USDA shall provide reasonable assistance to NURSERY as required for the preparation and submission of documents. NURSERY, or its sublicensees or agents, shall pay any and all fees required to obtain and maintain breeder’s rights for the Licensed Variety in Licensed Territory Two. 4.5 Other than royalties payable under Paragraph 4.2 above, NURSERY shall pay to USDA fifty percent (50%) of any payments received from a sublicensee as consideration for the rights granted to the sublicensee for the Licensed Variety, as provided in Paragraph 2.3 above. Payment to USDA shall be due within thirty (30) days of receipt by NURSERY of any such payments by sublicensees. 4.6 All payments due USDA under this Article IV shall be payable in United States dollars for the account of USDA/Agricultural Research Service, License No. (XXXX-XXX). All checks and bank drafts shall be drawn on United States banks. A late payment of a license fee or royalty shall automatically raise said fee or royalty by an amount equal to one percent (1%) of the amount due for each month beyond the due date of such late payment. Conversion of foreign currency to United States dollars shall be made on the last business day of the applicable reporting period for the purchase of United States dollar bank wire transfers for settlement of such payment obligations. Any and all loss of exchange, value, taxes, or other expenses incurred in the transfer or conversion of other currency to United States dollars shall be paid entirely by NURSERY.

Fees Royalties and Payments. 4.1 NURSERY SEED COMPANY shall reimburse pay to USDA for all fees and expenses incurred by USDA in filing and prosecuting the Licensed Patent prior to the Effective Date in the total amount a license execution fee of ______________ Dollars ($X,XXX.XX), no part of which shall be refunded for any reason. Payment shall be due within thirty (30) days of the Effective Date. 4.2 NURSERY SEED COMPANY shall pay USDA a royalty royalties of percent (_______ ($X.XX%) for each (description on the Net Sales of Licensed ProductProduct by SEED COMPANY, e.g., cutting, potted plant, tree, budwood) of the Licensed Variety sold by NURSERY and its sublicensees during the term of this Agreement. Replacements that NURSERY is required to make and any stock returned to NURSERY for credit may be deducted from royalties due. (Description of Licensed Product, e.g., Trees) propagated for test purposes shall not be subject to royalty payment, provided that NURSERY ensures that none of the test (description of Licensed Product, e.g., trees) are sold or otherwise transferred to third parties. (Description of Licensed Product, e.g., Trees) shall be considered sold when billed or invoicedits Contract Growers. Royalties shall be due and payable upon submission of each royalty report, in accordance with the provisions of Paragraph 5.2 below. 4.3 NURSERY shall reimburse USDA for all fees paid by USDA to the U.S. Patent and Trademark Office for the filing, prosecution, and issuance of the Licensed Patent during the term of this Agreement. USDA shall provide NURSERY a statement of all such payments at the time they are made by USDA, and reimbursement shall be due within thirty (30) days of receipt of such statement. 4.4 NURSERY, or its sublicensees or agents, SEED COMPANY shall apply for plant breeder’s rights for the Licensed Variety in all countries outside the United States that are included in Licensed Territory Two, and all such applications shall be made in the name of the United States of America as represented by the Secretary of Agriculture. NURSERY, or its sublicensees or agents, SEED COMPANY shall be responsible for the preparation and submission of all required documents to the appropriate authorities. USDA shall provide reasonable assistance to NURSERY SEED COMPANY as required for the preparation and submission of documents. NURSERY, or its sublicensees or agents, SEED COMPANY shall pay any and all fees required to obtain and maintain breeder’s rights for the Licensed Variety in Licensed Territory Two. 4.4 SEED COMPANY shall provide to USDA, at SEED COMPANY’s expense, up to (reasonable quantity) of Licensed Product per year for research and demonstration purposes. USDA shall submit to SEED COMPANY a written request for such material at least (#) days prior to the desired delivery date. [Note: This clause should be deleted if the ARS breeder does not need any additional seed.] 4.5 Other than royalties payable under Paragraph 4.2 above, NURSERY SEED COMPANY shall pay to USDA fifty percent (50%) of any payments received from a sublicensee as consideration for the rights granted to the sublicensee for the Licensed Variety, as provided in Paragraph 2.3 above. Payment to USDA shall be due within thirty (30) days of receipt by NURSERY SEED COMPANY of any such payments by sublicensees. 4.6 All payments due to USDA under this Article IV shall be payable in United States dollars using Xxx.xxx at xxxxx://xxx.xxx/public/form/start/76123725. Xxx.xxx accepts payments from a U.S. bank (up to U.S. $99,999,999.99 per transaction) or using a credit card (up to U.S. $24,999.99 for all transactions on the account of USDA/Agricultural Research Service, same day using the same credit card). Please refer to License No. (XXXX-XXX). All checks and bank drafts shall be drawn on United States banks) when submitting payments. A late payment of a license fee or royalty shall automatically raise said fee or royalty by an amount equal to one percent (1%) of the amount due for each month beyond the due date of such late payment. Conversion of foreign currency to United States dollars shall be made on the last business day of the applicable reporting period for the purchase of United States dollar bank wire transfers for settlement of such payment obligations. Any and all loss of exchange, value, taxes, or other expenses incurred in the transfer or conversion of other currency to United States dollars shall be paid entirely by NURSERYSEED COMPANY.

Fees Royalties and Payments. 4.1 NURSERY shall reimburse USDA for all fees and expenses incurred [The business terms of licenses granted by USDA in filing are negotiated based upon the business plan provided with the company’s license application. Factors such as estimates of potential market size, market share and prosecuting profitability, and the Licensed Patent prior financial and resource investments required for commercialization are used to the Effective Date in the total amount help determine fair and reasonable terms.] 4.1 COMPANY shall pay to USDA a license execution fee of ______________ Dollars ($X,XXX.XX), no part of which shall be refunded for any reason. Payment of such fee shall be due within thirty (30) days of the Effective Date. 4.2 NURSERY COMPANY shall pay to USDA a minimum annual royalty payment of _ Dollars ($X,XXX.XX), which shall be due on March 1 of each calendar year commencing on March 1, (20XX). The minimum annual royalty payment shall be credited against royalties owed to USDA under Paragraph 4.3 below during the same calendar year. The minimum annual royalty payment paid in a given calendar year shall not be credited against royalties owed in subsequent calendar years. No part of the minimum annual royalty payment shall be refunded for any reason. 4.3 COMPANY shall pay USDA a royalty royalties of _______ percent ($X.XXX%) for each (description on the Net Sales of Licensed Product, e.g., cutting, potted plant, tree, budwood) of the Licensed Variety sold Products by NURSERY and its sublicensees during the term of this Agreement. Replacements that NURSERY is required to make and any stock returned to NURSERY for credit may be deducted from royalties due. (Description of Licensed Product, e.g., Trees) propagated for test purposes shall not be subject to royalty payment, provided that NURSERY ensures that none of the test (description of Licensed Product, e.g., trees) are sold or otherwise transferred to third parties. (Description of Licensed Product, e.g., Trees) shall be considered sold when billed or invoicedCOMPANY. Royalties shall be due and payable upon submission of each royalty report, in accordance with the provisions of Paragraph 5.2 below. 4.3 NURSERY 4.4 COMPANY shall reimburse USDA a Prorated Share for all fees paid and expenses, including reasonable legal fees, incurred by USDA to the U.S. Patent in filing and Trademark Office for the filing, prosecution, and issuance of prosecuting the Licensed Patent during prior to the term Effective Date of this Agreementthe Agreement in the total amount of Thousand Dollars ($X,XXX.XX). USDA shall provide NURSERY COMPANY a statement of all such payments at the time they are made by USDAfees and expenses, and reimbursement shall be due within thirty (30) days of receipt of such statement. 4.4 NURSERY4.5 COMPANY shall reimburse USDA a Prorated Share for all fees and expenses, or its sublicensees or agentsincluding reasonable legal fees, shall apply for plant breeder’s rights for incurred by USDA in filing, prosecuting and maintaining the Licensed Variety Patent in all countries outside the United States that are included in Licensed Territory Twoduring the term of this Agreement. USDA shall keep COMPANY advised as to the status of the prosecution of the Licensed Patent. In most instances, USDA will provide COMPANY with cost estimates before costs are incurred. COMPANY shall be entitled to review all actions undertaken in the prosecution of the Licensed Patent and shall be given the opportunity to make reasonable requests as to the conduct of such prosecution, provided that all such applications shall be requests are made in the name of the United States of America as represented by the Secretary of Agriculture. NURSERY, or its sublicensees or agents, shall be responsible for the preparation and submission of all required documents writing to the appropriate authoritiesUSDA. USDA shall provide reasonable assistance to NURSERY as required for the preparation COMPANY a statement of all such fees and submission of documents. NURSERYexpenses on a quarterly basis, or its sublicensees or agents, shall pay any and all fees required to obtain and maintain breeder’s rights for the Licensed Variety in Licensed Territory Two. 4.5 Other than royalties payable under Paragraph 4.2 above, NURSERY shall pay to USDA fifty percent (50%) of any payments received from a sublicensee as consideration for the rights granted to the sublicensee for the Licensed Variety, as provided in Paragraph 2.3 above. Payment to USDA reimbursement shall be due within thirty (30) days of receipt by NURSERY of such statement. In the event that COMPANY decides not to continue to support the filing, prosecution or maintenance of any patent application or patent included within the Licensed Patent, then COMPANY shall reimburse all fees and expenses incurred up to the date of receipt of such payments notification by sublicenseesUSDA. USDA shall terminate COMPANY’s license in the country(ies) where patent filing, prosecution and/or maintenance is not supported by COMPANY, effective on the date of receipt by USDA of written notification by COMPANY. 4.6 Before any commitment to expend funds for an extraordinary and unusual procedure for maintaining the Licensed Patent, including but not limited to reissue and reexamination but not including infringement, USDA shall notify COMPANY of such extraordinary and unusual procedure and the estimated cost thereof. USDA and COMPANY agree to use best efforts to reach mutual agreement upon the best course of action. 4.7 All payments due USDA under this Article IV shall be payable in United States dollars for the account of USDA/Agricultural Research Service, License No. (XXXX-XXX). All checks and bank drafts shall be drawn on United States banks. A late payment of a license fee or royalty shall automatically raise said fee or royalty by an amount equal to one percent (1%) of the amount due for each month beyond the due date of such late payment. Conversion of foreign currency to United States dollars shall be made on the last business day of the applicable reporting period for the purchase of United States dollar bank wire transfers for settlement of such payment obligations. Any and all loss of exchange, value, taxes, or other expenses incurred in the transfer or conversion of other currency to United States dollars shall be paid entirely by NURSERYCOMPANY.

Fees Royalties and Payments. 4.1 NURSERY shall reimburse USDA for all fees and expenses incurred by USDA in filing and prosecuting the Licensed Patent prior to the Effective Date in the total amount of ______________ Dollars ($X,XXX.XX). Payment shall be due within thirty (30) days of the Effective Date.of 4.2 NURSERY shall pay USDA a royalty of _______ ($X.XX) for each (description of Licensed Product, e.g., cutting, potted plant, tree, budwood) of the Licensed Variety sold by NURSERY and its sublicensees during the term of this Agreement. Replacements that NURSERY is required to make and any stock returned to NURSERY for credit may be deducted from royalties due. (Description of Licensed Product, e.g., Trees) propagated for test purposes shall not be subject to royalty payment, provided that NURSERY ensures that none of the test (description of Licensed Product, e.g., trees) are sold or otherwise transferred to third parties. (Description of Licensed Product, e.g., Trees) shall be considered sold when billed or invoiced. Royalties shall be due and payable upon submission of each royalty report, in accordance with the provisions of Paragraph 5.2 below. 4.3 NURSERY shall reimburse USDA for all fees paid by USDA to the U.S. Patent and Trademark Office for the filing, prosecution, and issuance of the Licensed Patent during the term of this Agreement. USDA shall provide NURSERY a statement of all such payments at the time they are made by USDA, and reimbursement shall be due within thirty (30) days of receipt of such statement. 4.4 NURSERY, or its sublicensees or agents, shall apply for plant breeder’s rights for the Licensed Variety in all countries outside the United States that are included in Licensed Territory Two, and all such applications shall be made in the name of the United States of America as represented by the Secretary of Agriculture. NURSERY, or its sublicensees or agents, shall be responsible for the preparation and submission of all required documents to the appropriate authorities. USDA shall provide reasonable assistance to NURSERY as required for the preparation and submission of documents. NURSERY, or its sublicensees or agents, shall pay any and all fees required to obtain and maintain breeder’s rights for the Licensed Variety in Licensed Territory Two. 4.5 Other than royalties payable under Paragraph 4.2 above, NURSERY shall pay to USDA fifty percent (50%) of any payments received from a sublicensee as consideration for the rights granted to the sublicensee for the Licensed Variety, as provided in Paragraph 2.3 above. Payment to USDA shall be due within thirty (30) days of receipt by NURSERY of any such payments by sublicensees. 4.6 All payments due USDA under this Article IV shall be payable in United States dollars for the account of USDA/Agricultural Research Service, License No. (XXXX-XXX). All checks and bank drafts shall be drawn on United States banks. A late payment of a license fee or royalty shall automatically raise said fee or royalty by an amount equal to one percent (1%) of the amount due for each month beyond the due date of such late payment. Conversion of foreign currency to United States dollars shall be made on the last business day of the applicable reporting period for the purchase of United States dollar bank wire transfers for settlement of such payment obligations. Any and all loss of exchange, value, taxes, or other expenses incurred in the transfer or conversion of other currency to United States dollars shall be paid entirely by NURSERY.

Fees Royalties and Payments. 4.1 NURSERY shall reimburse USDA for all fees and expenses incurred by USDA in filing and prosecuting the Licensed Patent prior to the Effective Date in the total amount of ______________ Dollars ($X,XXX.XX). Payment shall be due within thirty (30) days of the Effective Date.of 4.2 NURSERY shall pay USDA a royalty of _______ ($X.XX) for each (description of Licensed Product, e.g., cutting, potted plant, tree, budwood) of the Licensed Variety sold by NURSERY and its sublicensees during the term of this Agreement. Replacements that NURSERY is required to make and any stock returned to NURSERY for credit may be deducted from royalties due. (Description of Licensed Product, e.g., Trees) propagated for test purposes shall not be subject to royalty payment, provided that NURSERY ensures that none of the test (description of Licensed Product, e.g., trees) are sold or otherwise transferred to third parties. (Description of Licensed Product, e.g., Trees) shall be considered sold when billed or invoiced. Royalties shall be due and payable upon submission of each royalty report, in accordance with the provisions of Paragraph 5.2 below. 4.3 NURSERY shall reimburse USDA for all fees paid by USDA to the U.S. Patent and Trademark Office for the filing, prosecution, and issuance of the Licensed Patent during the term of this Agreement. USDA shall provide NURSERY a statement of all such payments at the time they are made by USDA, and reimbursement shall be due within thirty (30) days of receipt of such statement. 4.4 NURSERY, or its sublicensees or agents, shall apply for plant breeder’s rights for the Licensed Variety in all countries outside the United States that are included in Licensed Territory Two, and all such applications shall be made in the name of the United States of America as represented by the Secretary of Agriculture. NURSERY, or its sublicensees or agents, shall be responsible for the preparation and submission of all required documents to the appropriate authorities. USDA shall provide reasonable assistance to NURSERY as required for the preparation and submission of documents. NURSERY, or its sublicensees or agents, shall pay any and all fees required to obtain and maintain breeder’s rights for the Licensed Variety in Licensed Territory Two. 4.5 Other than royalties payable under Paragraph 4.2 above, NURSERY shall pay to USDA fifty percent (50%) of any payments received from a sublicensee as consideration for the rights granted to the sublicensee for the Licensed Variety, as provided in Paragraph 2.3 above. Payment to USDA shall be due within thirty (30) days of receipt by NURSERY of any such payments by sublicensees. 4.6 All payments due to USDA under this Article IV shall be payable in United States dollars using Xxx.xxx at xxxxx://xxx.xxx/public/form/start/76123725. Xxx.xxx accepts payments from a U.S. bank (up to U.S. $99,999,999.99 per transaction) or using a credit card (up to U.S. $24,999.99 for all transactions on the account of USDA/Agricultural Research Service, same day using the same credit card). Please refer to License No. (XXXX-XXX). All checks and bank drafts shall be drawn on United States banks) when submitting payments. A late payment of a license fee or royalty shall automatically raise said fee or royalty by an amount equal to one percent (1%) of the amount due for each month beyond the due date of such late payment. Conversion of foreign currency to United States dollars shall be made on the last business day of the applicable reporting period for the purchase of United States dollar bank wire transfers for settlement of such payment obligations. Any and all loss of exchange, value, taxes, or other expenses incurred in the transfer or conversion of other currency to United States dollars shall be paid entirely by NURSERY.

Fees Royalties and Payments. 4.1 NURSERY SEED COMPANY shall reimburse USDA for all the filing and certificate fees and expenses incurred paid by USDA in filing and prosecuting the Licensed Patent prior to the Effective Date U.S. Plant Variety Protection Office in the total amount of ___________________ Dollars ($X,XXX.XX), no part of which shall be refunded for any reason. Payment shall be due within thirty (30) days of the Effective Date. 4.2 NURSERY SEED COMPANY shall pay USDA a royalty royalties of ______ percent (__ ($X.XX%) for each (description on the Net Sales of Licensed ProductProduct by SEED COMPANY, e.g., cutting, potted plant, tree, budwood) of the Licensed Variety sold by NURSERY and its sublicensees during the term of this Agreement. Replacements that NURSERY is required to make and any stock returned to NURSERY for credit may be deducted from royalties due. (Description of Licensed Product, e.g., Trees) propagated for test purposes shall not be subject to royalty payment, provided that NURSERY ensures that none of the test (description of Licensed Product, e.g., trees) are sold or otherwise transferred to third parties. (Description of Licensed Product, e.g., Trees) shall be considered sold when billed or invoicedits Contract Growers. Royalties shall be due and payable upon submission of each royalty report, in accordance with the provisions of Paragraph 5.2 below. 4.3 NURSERY shall reimburse USDA for all fees paid by USDA to the U.S. Patent and Trademark Office for the filing, prosecution, and issuance of the Licensed Patent during the term of this Agreement. USDA shall provide NURSERY a statement of all such payments at the time they are made by USDA, and reimbursement shall be due within thirty (30) days of receipt of such statement. 4.4 NURSERY, or its sublicensees or agents, SEED COMPANY shall apply for plant breeder’s rights for the Licensed Variety in all countries outside the United States that are included in Licensed Territory Two, and all such applications shall be made in the name of the United States of America as represented by the Secretary of Agriculture. NURSERY, or its sublicensees or agents, SEED COMPANY shall be responsible for the preparation and submission of all required documents to the appropriate authorities. USDA shall provide reasonable assistance to NURSERY SEED COMPANY as required for the preparation and submission of documents. NURSERY, or its sublicensees or agents, SEED COMPANY shall pay any and all fees required to obtain and maintain breeder’s rights for the Licensed Variety in Licensed Territory Two. 4.4 SEED COMPANY shall provide to USDA, at SEED COMPANY’s expense, up to (reasonable quantity) of Licensed Product per year for research and demonstration purposes. USDA shall submit to SEED COMPANY a written request for such material at least _____ (#) days prior to the desired delivery date. 4.5 Other than royalties payable under Paragraph 4.2 above, NURSERY SEED COMPANY shall pay to USDA fifty percent (50%) of any payments received from a sublicensee as consideration for the rights granted to the sublicensee for the Licensed Variety, as provided in Paragraph 2.3 above. Payment to USDA shall be due within thirty (30) days of receipt by NURSERY SEED COMPANY of any such payments by sublicensees. 4.6 All payments due USDA under this Article IV shall be payable in United States dollars for the account of USDA/Agricultural Research Service, License No. (XXXX-XXX). All checks and bank drafts shall be drawn on United States banks. A late payment of a license fee or royalty shall automatically raise said fee or royalty by an amount equal to one percent (1%) of the amount due for each month beyond the due date of such late payment. Conversion of foreign currency to United States dollars shall be made on the last business day of the applicable reporting period for the purchase of United States dollar bank wire transfers for settlement of such payment obligations. Any and all loss of exchange, value, taxes, or other expenses incurred in the transfer or conversion of other currency to United States dollars shall be paid entirely by NURSERYSEED COMPANY.

Fees Royalties and Payments. 4.1 NURSERY shall reimburse USDA for all fees and expenses incurred [The business terms of licenses granted by USDA in filing are negotiated based upon the business plan provided with the company’s license application. Factors such as estimates of potential market size, market share and prosecuting profitability, and the Licensed Patent prior financial and resource investments required for commercialization are used to the Effective Date in the total amount help determine fair and reasonable terms.] 4.1 COMPANY shall pay to USDA a license execution fee of ______________ Dollars ($X,XXX.XX), no part of which shall be refunded for any reason. Payment of such fee shall be due within thirty (30) days of the Effective Date. 4.2 NURSERY COMPANY shall pay to USDA a minimum annual royalty payment of _ Dollars ($X,XXX.XX), which shall be due on March 1 of each calendar year commencing on March 1, (20XX). The minimum annual royalty payment shall be credited against royalties owed to USDA under Paragraph 4.3 below during the same calendar year. The minimum annual royalty payment paid in a given calendar year shall not be credited against royalties owed in subsequent calendar years. No part of the minimum annual royalty payment shall be refunded for any reason. 4.3 COMPANY shall pay USDA a royalty royalties of _______ percent ($X.XXX%) for each (description on the Net Sales of Licensed Product, e.g., cutting, potted plant, tree, budwood) of the Licensed Variety sold Products by NURSERY and its sublicensees during the term of this Agreement. Replacements that NURSERY is required to make and any stock returned to NURSERY for credit may be deducted from royalties due. (Description of Licensed Product, e.g., Trees) propagated for test purposes shall not be subject to royalty payment, provided that NURSERY ensures that none of the test (description of Licensed Product, e.g., trees) are sold or otherwise transferred to third parties. (Description of Licensed Product, e.g., Trees) shall be considered sold when billed or invoicedCOMPANY. Royalties shall be due and payable upon submission of each royalty report, in accordance with the provisions of Paragraph 5.2 below. 4.3 NURSERY 4.4 COMPANY shall reimburse USDA a Prorated Share for all fees paid and expenses, including reasonable legal fees, incurred by USDA to the U.S. Patent in filing and Trademark Office for the filing, prosecution, and issuance of prosecuting the Licensed Patent during prior to the term Effective Date of this Agreementthe Agreement in the total amount of Thousand Dollars ($X,XXX.XX). USDA shall provide NURSERY COMPANY a statement of all such payments at the time they are made by USDAfees and expenses, and reimbursement shall be due within thirty (30) days of receipt of such statement. 4.4 NURSERY4.5 COMPANY shall reimburse USDA a Prorated Share for all fees and expenses, or its sublicensees or agentsincluding reasonable legal fees, shall apply for plant breeder’s rights for incurred by USDA in filing, prosecuting and maintaining the Licensed Variety Patent in all countries outside the United States that are included in Licensed Territory Twoduring the term of this Agreement. USDA shall keep COMPANY advised as to the status of the prosecution of the Licensed Patent. In most instances, USDA will provide COMPANY with cost estimates before costs are incurred. COMPANY shall be entitled to review all actions undertaken in the prosecution of the Licensed Patent and shall be given the opportunity to make reasonable requests as to the conduct of such prosecution, provided that all such applications shall be requests are made in the name of the United States of America as represented by the Secretary of Agriculture. NURSERY, or its sublicensees or agents, shall be responsible for the preparation and submission of all required documents writing to the appropriate authoritiesUSDA. USDA shall provide reasonable assistance to NURSERY as required for the preparation COMPANY a statement of all such fees and submission of documents. NURSERYexpenses on a quarterly basis, or its sublicensees or agents, shall pay any and all fees required to obtain and maintain breeder’s rights for the Licensed Variety in Licensed Territory Two. 4.5 Other than royalties payable under Paragraph 4.2 above, NURSERY shall pay to USDA fifty percent (50%) of any payments received from a sublicensee as consideration for the rights granted to the sublicensee for the Licensed Variety, as provided in Paragraph 2.3 above. Payment to USDA reimbursement shall be due within thirty (30) days of receipt by NURSERY of such statement. In the event that COMPANY decides not to continue to support the filing, prosecution or maintenance of any patent application or patent included within the Licensed Patent, then COMPANY shall reimburse all fees and expenses incurred up to the date of receipt of such payments notification by sublicenseesUSDA. USDA shall terminate COMPANY’s license in the country(ies) where patent filing, prosecution and/or maintenance is not supported by COMPANY, effective on the date of receipt by USDA of written notification by COMPANY. 4.6 Before any commitment to expend funds for an extraordinary and unusual procedure for maintaining the Licensed Patent, including but not limited to reissue and reexamination but not including infringement, USDA shall notify COMPANY of such extraordinary and unusual procedure and the estimated cost thereof. USDA and COMPANY agree to use best efforts to reach mutual agreement upon the best course of action. 4.7 All payments due to USDA under this Article IV shall be payable in United States dollars using Xxx.xxx at xxxxx://xxx.xxx/public/form/start/76123725. Xxx.xxx accepts payments from a U.S. bank (up to U.S. $99,999,999.99 per transaction) or using a credit card (up to U.S. $24,999.99 for all transactions on the account of USDA/Agricultural Research Service, same day using the same credit card). Please refer to License No. (XXXX-XXX). All checks and bank drafts shall be drawn on United States banks) when submitting payments. A late payment of a license fee or royalty shall automatically raise said fee or royalty by an amount equal to one percent (1%) of the amount due for each month beyond the due date of such late payment. Conversion of foreign currency to United States dollars shall be made on the last business day of the applicable reporting period for the purchase of United States dollar bank wire transfers for settlement of such payment obligations. Any and all loss of exchange, value, taxes, or other expenses incurred in the transfer or conversion of other currency to United States dollars shall be paid entirely by NURSERYCOMPANY.