Common use of Fees Royalties and Payments Clause in Contracts

Fees Royalties and Payments. 4.1 SEED 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 shall be due within thirty (30) days of the Effective Date. 4.2 SEED COMPANY shall pay USDA royalties of percent (_%) on the Net Sales of Licensed Product by SEED COMPANY, its sublicensees or its 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 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. SEED COMPANY shall be responsible for the preparation and submission of all required documents to the appropriate authorities. USDA shall provide reasonable assistance to SEED COMPANY as required for the preparation and submission of documents. 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, 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 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 same day using the same credit card). Please refer to License No. (XXXX-XXX) 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. 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 SEED COMPANY.

Fees Royalties and Payments. 4.1 SEED COMPANY NURSERY shall pay reimburse USDA for all fees and expenses incurred by USDA in filing and prosecuting the Licensed Patent prior to USDA a license execution fee of Dollars ($X,XXX.XX), no part of which shall be refunded for any reason. Payment shall be due within thirty (30) days of the Effective Date.Date in the total amount of 4.2 SEED COMPANY NURSERY shall pay USDA royalties a royalty of percent (_%$X.XX) on the Net Sales for each (description of Licensed Product Product, e.g., cutting, potted plant, tree, budwood) of the Licensed Variety sold by SEED COMPANY, 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 its Contract Growersotherwise 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 SEED COMPANY 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. SEED COMPANY 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 SEED COMPANY NURSERY as required for the preparation and submission of documents. SEED COMPANY 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. 4.4 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, SEED COMPANY 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 SEED COMPANY 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 same day using the same credit card). Please refer to account of USDA/Agricultural Research Service, License No. (XXXX-XXX) when submitting payments). 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 SEED COMPANYNURSERY.

Fees Royalties and Payments. [The business terms of licenses granted by USDA 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 profitability, and the financial and resource investments required for commercialization are used to help determine fair and reasonable terms.] 4.1 SEED COMPANY shall pay to USDA a license execution fee of ________ Dollars ($X,XXX.XX), no part of which shall be refunded for any reason. Payment of such fee shall be due within thirty (30) days of the Effective Date. 4.2 SEED COMPANY shall pay to USDA a minimum annual royalty payment of _______ Dollars ($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 royalties of ______ percent (_%X%) on the Net Sales of Licensed Product Products by SEED COMPANY, its sublicensees or its 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 SEED 4.4 COMPANY shall apply reimburse USDA a Prorated Share for plant breeder’s rights for all fees and expenses, including reasonable legal fees, incurred by USDA in filing and prosecuting the Licensed Variety in all countries outside Patent prior to the United States that are included in Licensed Territory Two, and all such applications shall be made Effective Date of the Agreement in the name total amount of the United States of America as represented by the Secretary of Agriculture. SEED COMPANY shall be responsible for the preparation and submission of all required documents to the appropriate authorities_______ Thousand Dollars ($X,XXX.XX). USDA shall provide reasonable assistance to SEED COMPANY as required for the preparation and submission of documents. 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 statement of 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 abovefees and expenses, 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 and reimbursement shall be due within thirty (30) days of receipt of such statement. 4.5 COMPANY shall reimburse USDA a Prorated Share for all fees and expenses, including reasonable legal fees, incurred by SEED USDA in filing, prosecuting and maintaining the Licensed Patent in the Licensed Territory during 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 requests are made in writing to USDA. USDA shall provide COMPANY a statement of all such fees and expenses on a quarterly basis, and reimbursement shall be due within thirty (30) days of receipt 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 same day using the same credit card). Please refer to account of USDA/Agricultural Research Service, License No. (XXXX-XXX) when submitting payments). 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 SEED COMPANY.

Fees Royalties and Payments. 4.1 SEED COMPANY shall pay reimburse USDA for the filing and certificate fees paid by USDA to USDA a license execution fee the 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 SEED COMPANY shall pay USDA royalties of ______ percent (_%) on the Net Sales of Licensed Product by SEED COMPANY, its sublicensees or its 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 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. SEED COMPANY shall be responsible for the preparation and submission of all required documents to the appropriate authorities. USDA shall provide reasonable assistance to SEED COMPANY as required for the preparation and submission of documents. 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, 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 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 same day using the same credit card). Please refer to account of USDA/Agricultural Research Service, License No. (XXXX-XXX) when submitting payments). 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 SEED COMPANY.

Fees Royalties and Payments. 4.1 SEED COMPANY NURSERY shall pay reimburse USDA for all fees and expenses incurred by USDA in filing and prosecuting the Licensed Patent prior to USDA a license execution fee the Effective Date in the total amount of ______________ Dollars ($X,XXX.XX), no part of which shall be refunded for any reason. Payment shall be due within thirty (30) days of the Effective Date. 4.2 SEED COMPANY NURSERY shall pay USDA royalties a royalty of percent _______ (_%$X.XX) on the Net Sales for each (description of Licensed Product Product, e.g., cutting, potted plant, tree, budwood) of the Licensed Variety sold by SEED COMPANY, 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 its Contract Growersotherwise 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 SEED COMPANY 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. SEED COMPANY 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 SEED COMPANY NURSERY as required for the preparation and submission of documents. SEED COMPANY 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. 4.4 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, SEED COMPANY 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 SEED COMPANY 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 same day using the same credit card). Please refer to account of USDA/Agricultural Research Service, License No. (XXXX-XXX) when submitting payments). 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 SEED COMPANYNURSERY.

Fees Royalties and Payments. 4.1 SEED COMPANY NURSERY shall pay reimburse USDA for all fees and expenses incurred by USDA in filing and prosecuting the Licensed Patent prior to USDA a license execution fee of Dollars ($X,XXX.XX), no part of which shall be refunded for any reason. Payment shall be due within thirty (30) days of the Effective Date.Date in the total amount of 4.2 SEED COMPANY NURSERY shall pay USDA royalties a royalty of percent (_%$X.XX) on the Net Sales for each (description of Licensed Product Product, e.g., cutting, potted plant, tree, budwood) of the Licensed Variety sold by SEED COMPANY, 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 its Contract Growersotherwise 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 SEED COMPANY 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. SEED COMPANY 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 SEED COMPANY NURSERY as required for the preparation and submission of documents. SEED COMPANY 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. 4.4 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, SEED COMPANY 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 SEED COMPANY 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 same day using the same credit card). Please refer to License No. (XXXX-XXX) 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. 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 SEED COMPANYNURSERY.

Fees Royalties and Payments. [The business terms of licenses granted by USDA 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 profitability, and the financial and resource investments required for commercialization are used to help determine fair and reasonable terms.] 4.1 SEED COMPANY shall pay to USDA a license execution fee of Dollars ($X,XXX.XX), no part of which shall be refunded for any reason. Payment of such fee shall be due within thirty (30) days of the Effective Date. 4.2 SEED COMPANY shall pay to USDA a minimum annual royalty payment of _ Dollars ($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 royalties of percent (_%X%) on the Net Sales of Licensed Product Products by SEED COMPANY, its sublicensees or its 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 SEED 4.4 COMPANY shall apply reimburse USDA a Prorated Share for plant breeder’s rights for all fees and expenses, including reasonable legal fees, incurred by USDA in filing and prosecuting the Licensed Variety in all countries outside Patent prior to the United States that are included in Licensed Territory Two, and all such applications shall be made Effective Date of the Agreement in the name total amount of the United States of America as represented by the Secretary of Agriculture. SEED COMPANY shall be responsible for the preparation and submission of all required documents to the appropriate authoritiesThousand Dollars ($X,XXX.XX). USDA shall provide reasonable assistance to SEED COMPANY as required for the preparation and submission of documents. 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 statement of 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 abovefees and expenses, 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 and reimbursement shall be due within thirty (30) days of receipt of such statement. 4.5 COMPANY shall reimburse USDA a Prorated Share for all fees and expenses, including reasonable legal fees, incurred by SEED USDA in filing, prosecuting and maintaining the Licensed Patent in the Licensed Territory during 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 requests are made in writing to USDA. USDA shall provide COMPANY a statement of all such fees and expenses on a quarterly basis, and reimbursement shall be due within thirty (30) days of receipt 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 same day using the same credit card). Please refer to account of USDA/Agricultural Research Service, License No. (XXXX-XXX) when submitting payments). 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 SEED COMPANY.

Fees Royalties and Payments. [The business terms of licenses granted by USDA 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 profitability, and the financial and resource investments required for commercialization are used to help determine fair and reasonable terms.] 4.1 SEED COMPANY shall pay to USDA a license execution fee of Dollars ($X,XXX.XX), no part of which shall be refunded for any reason. Payment of such fee shall be due within thirty (30) days of the Effective Date. 4.2 SEED COMPANY shall pay to USDA a minimum annual royalty payment of _ Dollars ($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 royalties of percent (_%X%) on the Net Sales of Licensed Product Products by SEED COMPANY, its sublicensees or its 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 SEED 4.4 COMPANY shall apply reimburse USDA a Prorated Share for plant breeder’s rights for all fees and expenses, including reasonable legal fees, incurred by USDA in filing and prosecuting the Licensed Variety in all countries outside Patent prior to the United States that are included in Licensed Territory Two, and all such applications shall be made Effective Date of the Agreement in the name total amount of the United States of America as represented by the Secretary of Agriculture. SEED COMPANY shall be responsible for the preparation and submission of all required documents to the appropriate authoritiesThousand Dollars ($X,XXX.XX). USDA shall provide reasonable assistance to SEED COMPANY as required for the preparation and submission of documents. 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 statement of 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 abovefees and expenses, 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 and reimbursement shall be due within thirty (30) days of receipt of such statement. 4.5 COMPANY shall reimburse USDA a Prorated Share for all fees and expenses, including reasonable legal fees, incurred by SEED USDA in filing, prosecuting and maintaining the Licensed Patent in the Licensed Territory during 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 requests are made in writing to USDA. USDA shall provide COMPANY a statement of all such fees and expenses on a quarterly basis, and reimbursement shall be due within thirty (30) days of receipt 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 same day using the same credit card). Please refer to License No. (XXXX-XXX) 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. 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 SEED COMPANY.

Fees Royalties and Payments. 4.1 SEED COMPANY shall pay reimburse USDA for the filing and certificate fees paid by USDA to USDA a license execution fee the 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 SEED COMPANY shall pay USDA royalties of percent (_%) on the Net Sales of Licensed Product by SEED COMPANY, its sublicensees or its 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 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. SEED COMPANY shall be responsible for the preparation and submission of all required documents to the appropriate authorities. USDA shall provide reasonable assistance to SEED COMPANY as required for the preparation and submission of documents. 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, 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 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 same day using the same credit card). Please refer to account of USDA/Agricultural Research Service, License No. (XXXX-XXX) when submitting payments). 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 SEED COMPANY.