Common use of Schedule and Form of Payment/Taxes Clause in Contracts

Schedule and Form of Payment/Taxes. (a) Following the first commercial sale of a Licensed Product, NEWLINK shall make quarterly written reports to CIHS within thirty (30) days after the end of each calendar quarter, stating in each such report the aggregate Net Sales of Products sold by NEWLINK, its Affiliates and Sublicensees during the calendar quarter. Simultaneously with the delivery of each such report, NEWLINK shall pay to CIHS the total royalties, if any, due to CIHS for the period of such report. If no royalties are due, NEWLINK shall so report. Neither Party shall provide to Third Parties any information contained in reports provided to such Party pursuant to this Section 3.6, except as required by a Party’s agreements with its licensors. (b) All amounts payable to CIHS hereunder shall be payable in United States dollars. All amounts payable to CIHS hereunder shall be payable in United States dollars in Iowa, or at such other place as CIHS may reasonably designate, provided, however, that if the law of any foreign country prevents any payment payable to CIHS hereunder to be made in Iowa, or otherwise designated by CIHS or prevents any such payment to be made in United States dollars, CIHS agrees to accept such royalty in form and place as permitted, including deposits by NEWLINK in the applicable foreign currency in a local bank or banks in such country designated by NEWLINK. If any currency conversion is required in connection with any payments to CIHS hereunder, such conversion shall be made at the buying rate for the transfer of such other currency as quoted by CITICORP BANK (NEW YORK) on the last business day of the applicable accounting period, in the case of any payment payable with respect to a specified accounting period, or in the case of any other payment, the last business day prior to the date of such payment. All such payments shall be paid in United States dollars, originated from a United States bank located in the United States and made by bank wire transfer in immediately available funds to such account as the receiving party shall designate. (c) Where required to do so by applicable law or treaty, NEWLINK shall withhold taxes required to be paid to a taxing authority on account of such income to CIHS, and NEWLINK shall furnish CIHS with satisfactory evidence of such withholding and payment in order to permit CIHS to obtain a tax credit or other relief as may be available under the applicable law or treaty. (d) Any amounts payable to CIHS hereunder that are not paid on the date such payments are due under this Agreement shall accrue interest from the due date until paid, at a rate equal to [*] per month (or the maximum allowed by law, if less). Said interest and the payment and acceptance thereof shall not negate or waive the right of CIHS to seek any other remedy, legal or equitable, to which it may be entitled because of the delinquency of any payment.

Schedule and Form of Payment/Taxes. (a) Following the first commercial sale of a Licensed Product, NEWLINK shall make quarterly written reports to CIHS within thirty (30) days after the end of each calendar quarter, stating in each such report the aggregate Net Sales of Products sold by NEWLINK, its Affiliates and Sublicensees during the calendar quarter. Simultaneously with the delivery of each such report, NEWLINK Licensee shall pay to CIHS the total royaltiesroyalties and sublicense fees, if any, on a quarterly basis commencing on the date of First Sale of a Licensed Product and payments shall be due to CIHS and payable with the reports required by this Section 4.6 forty five (45) days following the close of the relevant calendar quarterly period. Each such payment shall be accompanied by a report for the period covered showing total number or volume of such reportLicensed Products sold and identified as Net Sales on a country by country basis, the exchange rate used to convert any payments into U.S. dollars, and total royalties due. If no royalties are due, NEWLINK shall so report. Neither Party shall provide to Third Parties any information contained in reports provided to such Party pursuant to this Section 3.6, except as required by a Party’s agreements with its licensors. (b) All amounts payable to CIHS Licensor hereunder shall be payable in United States dollarsfunds. All Licensee shall be responsible for the payment of all withholding taxes imposed by any country on any royalty payable to Licensor hereunder and shall withhold such taxes from the amounts payable to CIHS hereunder shall be payable in United States dollars in IowaLicensor hereunder. Notwithstanding the foregoing, or at such other place as CIHS may reasonably designate, provided, however, that if the law of any foreign country prevents any payment payable to CIHS Licensor hereunder to be made in Iowa, or otherwise designated by CIHS the United States of America or prevents any such payment to be made in United States dollars, CIHS Licensor agrees to accept such royalty in form and place as permitted, including deposits by NEWLINK Licensee in the applicable ** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. foreign currency in a local bank or banks in such country designated by NEWLINKLicensee. If any currency conversion is required in connection with any payments payment to CIHS hereunder, Licensor hereunder such conversion shall be made at the buying rate for the transfer of such other currency as quoted by CITICORP BANK Citicorp Bank (NEW YORK) New York), or its successor, on the last business day of the applicable accounting period, in the case of any payment payable with respect to a specified accounting quarterly period, or in the case of any other payment, the last business day prior to the date of such payment. All such payments shall be paid in United States dollars, originated from a United States bank located in the United States and made by bank wire transfer in immediately available funds to such account as the receiving party shall designate. (c) Where required to do so by applicable law or treaty, NEWLINK shall withhold taxes required to be paid to a taxing authority on account of such income to CIHS, and NEWLINK shall furnish CIHS with satisfactory evidence of such withholding and payment in order to permit CIHS to obtain a tax credit or other relief as may be available under the applicable law or treaty. (d) Any amounts payable to CIHS hereunder that are not paid on the date such payments are due under this Agreement shall accrue interest from the due date until paid, at a rate equal to [*] per month (or the maximum allowed by law, if less). Said interest and the payment and acceptance thereof shall not negate or waive the right of CIHS to seek any other remedy, legal or equitable, to which it may be entitled because of the delinquency of any payment.

Schedule and Form of Payment/Taxes. (a) Following Luitpold shall pay royalties on a calendar quarter basis and payments shall be due and payable with the first commercial sale of a Licensed Product, NEWLINK shall make quarterly written reports to CIHS within required by this Section 4.4 thirty (30) days after following the end close of each calendar quarter, stating in each the relevant accounting period. Each such payment shall be accompanied by a report for the aggregate Net Sales period covered showing the total number or volume of Licensed Products sold by NEWLINKand total Net Sales, its Affiliates each on a country-by-country basis (including end marked sales figures for a European Country and Sublicensees during other major markets as specified in the calendar quarter. Simultaneously with ZymoGenetics License), the delivery of each such reportexchange rate used to convert any payments into United States dollars, NEWLINK shall pay to CIHS the and total royaltiesroyalties due, if any, due to CIHS for the period of such report. If no royalties are duedue for any calendar quarter, NEWLINK Luitpold shall so report. Neither Party shall provide to Third Parties any information contained in reports provided to such Party pursuant to this Section 3.6, except as required by a Party’s agreements with its licensors. (b) All royalties and other amounts payable to CIHS BMTI hereunder shall be payable in United States dollars. All Luitpold shall, when required to do so by applicable law, be responsible for the payment of all withholding taxes imposed by any country on any royalty or other amounts payable to CIHS BMTI hereunder and shall be withhold such taxes from the amounts payable to BMTI hereunder. Luitpold will supply BMTI with documentation of such payment of withholding tax, in United States dollars in Iowaa form reasonably acceptable to BMTI, or at such other place as CIHS may reasonably designateto meet the requirements for claiming foreign tax credits on BMTI’s federal income tax return. Notwithstanding the foregoing, provided, however, that if the law of any foreign country prevents any payment payable to CIHS BMTI hereunder to be made in Iowa, or otherwise designated by CIHS the United States of America or prevents any such payment to be made in United States dollars, CIHS BMTI agrees to accept such royalty payment in form and place as permitted, including deposits by NEWLINK Luitpold in the applicable foreign currency in a local bank or banks in such country designated by NEWLINKLuitpold. If any currency conversion is required in connection with any payments payment to CIHS hereunder, BMTI hereunder such conversion shall be made at the average of the buying rate and the selling rate for the transfer of such other currency into United States Dollars as quoted by CITICORP BANK Citicorp Bank (NEW YORK) New York), or its successor, on the last business day of the applicable accounting period, in the case of any payment payable with respect to a specified accounting period, or or, in the case of any other payment, the last business day prior to the date of such payment. All such payments shall be paid in United States dollars** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, originated from a United States bank located in the United States and made by bank wire transfer in immediately available funds to such account as the receiving party shall designateAS AMENDED. (c) Where required to do so by applicable law or treaty, NEWLINK shall withhold taxes required to be paid to a taxing authority on account of such income to CIHS, and NEWLINK shall furnish CIHS with satisfactory evidence of such withholding and payment in order to permit CIHS to obtain a tax credit or other relief as may be available under the applicable law or treaty. (d) Any amounts payable to CIHS hereunder that are not paid on the date such payments are due under this Agreement shall accrue interest from the due date until paid, at a rate equal to [*] per month (or the maximum allowed by law, if less). Said interest and the payment and acceptance thereof shall not negate or waive the right of CIHS to seek any other remedy, legal or equitable, to which it may be entitled because of the delinquency of any payment.

Schedule and Form of Payment/Taxes. (a) Following the first commercial sale of LICENSEE shall pay due royalties on a Licensed Product, NEWLINK quarterly basis based on LICENSEE’s fiscal quarter and payments shall make quarterly written reports to CIHS be due within thirty (30) days after the end completion of each calendar quarter, stating in each such report the aggregate Net Sales of Products sold by NEWLINK, its Affiliates and Sublicensees during the calendar LICENSEE’s fiscal quarter. Simultaneously with the delivery of each such report, NEWLINK Each payment shall pay to CIHS the total royalties, if any, due to CIHS be accompanied by a report for the period covered by such royalties showing gross sales, total number or volume of such reportLicensed Products sold and identified as Net Sales on a country by country basis, the exchange rate used to convert any payments into U.S. dollars or Euros, and total royalties and fees due. If no royalties are due, NEWLINK shall so report. Neither Party shall provide This statement is to Third Parties any information contained in reports provided to such Party pursuant to this Section 3.6, except be certified as required accurate by a Party’s agreements with its licensorsan authorized officer of LICENSEE. (b) In no event shall LICENSEE be required to pay to VANDERBILT multiple royalties under Paragraph 6.1 above for sales of the same Licensed Product based on the fact that such Licensed Product is covered by multiple patent applications or issued patents within the Licensed Patent Rights. (c) All amounts payable to CIHS VANDERBILT hereunder shall be payable in United States dollarsfunds without deductions for taxes, assessments, fees or charges of any kind. All LICENSEE shall be responsible for the payments of all withholding taxes imposed by any country on any royalty or other payment payable to VANDERBILT hereunder and the percentage or other amounts payable to CIHS VANDERBILT hereunder shall not be payable in United States dollars in Iowa, or at such other place as CIHS may reasonably designate, provided, however, that if reduced to reflect the law payment of any foreign country prevents any payment payable to CIHS hereunder to be made in Iowa, or otherwise designated by CIHS or prevents any such payment to be made in United States dollars, CIHS agrees to accept such royalty in form and place as permitted, including deposits by NEWLINK in the applicable foreign currency in a local bank or banks in such country designated by NEWLINK. withholding tax (d) If any currency conversion is required in connection with any payments to CIHS VANDERBILT hereunder, such conversion Net Sales shall first be made at calculated in the buying relevant foreign currency and then converted to Dollars against the currency in question on the rate for of exchange applicable using the transfer currency exchange rates quoted by Bloomberg Professional, a service of Bloomberg L.P., during the period of such other currency as quoted by CITICORP BANK (NEW YORK) on the last business day of the applicable accounting period, in the case of any payment payable with respect to a specified accounting periodNet Sales, or in the case of any other paymentevent Bloomberg Professional is not available, then International Financial Statistics (publisher, International Monetary Fund) during the last business day prior to the date period of such payment. All Net Sales, for the currency of the country in which the sale is made at the average rate of exchange during the Royalty period of such payments shall be paid in United States dollars, originated from a United States bank located in the United States and made by bank wire transfer in immediately available funds to such account as the receiving party shall designateNet Sales. (ce) Where required In the event that LICENSEE obtains, subsequent to do so by applicable law or treatythe Effective Date, NEWLINK shall withhold taxes required to be paid to a taxing authority on account of such income to CIHS, and NEWLINK shall furnish CIHS with satisfactory evidence of such withholding and payment from any third party any licenses and/or sublicenses for patent rights in order to permit CIHS practice Licensed Patent Rights in the Field of Use or in order to obtain develop, make, have made, use, offer for sale, sell, import, export or provide Licensed Product(s), then VANDERBILT and LICENSEE (and/or appertaining sublicensees, as the case may be) shall negotiate, in good faith, a tax credit or other relief as may be available under the applicable law or treaty. (d) Any amounts payable to CIHS hereunder that are not paid on the date such payments are due under this Agreement shall accrue interest from the due date until paid, at a rate equal to [*] per month (or the maximum allowed by law, if less). Said interest and the payment and acceptance thereof shall not negate or waive the right of CIHS to seek any other remedy, legal or equitable, to which it may be entitled because reduction of the delinquency of any paymentroyalty obligation on Net Sales set forth in Paragraph 6.1 above.

Schedule and Form of Payment/Taxes. (a) Following Luitpold shall pay royalties on a calendar quarter basis and payments shall be due and payable with the first commercial sale of a Licensed Product, NEWLINK shall make quarterly written reports to CIHS within required by this Section 4.8 thirty (30) days after following the end close of each calendar quarter, stating in each the relevant accounting period. Each such payment shall be accompanied by a report for the aggregate Net Sales period covered showing the total number or volume of Licensed Products sold by NEWLINKand total Net Sales, its Affiliates each on a country-by-country basis (including end marked sales figures for the EU and Sublicensees during other major markets as specified in the calendar quarter. Simultaneously with ZymoGenetics License), the delivery of each such reportexchange rate used to convert any payments into United States dollars, NEWLINK shall pay to CIHS the and total royaltiesroyalties due, if any, due to CIHS for the period of such report. If no royalties are duedue for any calendar quarter, NEWLINK Luitpold shall so report. Neither Party shall provide to Third Parties any information contained in reports provided to such Party pursuant to this Section 3.6, except as required by a Party’s agreements with its licensors. (b) All royalties and other amounts payable to CIHS BMTI hereunder shall be payable in United States dollars. All Luitpold shall, when required to do so by applicable law, be responsible for the payment ** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of all withholding taxes imposed by any country on any royalty or other amounts payable to CIHS BMTI hereunder and shall be withhold such taxes from the amounts payable to BMTI hereunder. Luitpold will supply BMTI with evidence of such payment of withholding tax, in United States dollars in Iowaa form acceptable to BMTI to meet the requirements for claiming foreign tax credits on BMTI’s federal income tax return. Notwithstanding the foregoing, or at such other place as CIHS may reasonably designate, provided, however, that if the law of any foreign country prevents any payment payable to CIHS BMTI hereunder to be made in Iowa, or otherwise designated by CIHS the United States of America or prevents any such payment to be made in United States dollars, CIHS BMTI agrees to accept such royalty payment in form and place as permitted, including deposits by NEWLINK Luitpold in the applicable foreign currency in a local bank or banks in such country designated by NEWLINKLuitpold. If any currency conversion is required in connection with any payments payment to CIHS hereunder, BMTI hereunder such conversion shall be made at the average of the buying rate and the selling rate for the transfer of such other currency into United States Dollars as quoted by CITICORP BANK Citicorp Bank (NEW YORK) New York), or its successor, on the last business day of the applicable accounting period, in the case of any payment payable with respect to a specified accounting period, or or, in the case of any other payment, the last business day prior to the date of such payment. All such payments shall be paid in United States dollars, originated from a United States bank located in the United States and made by bank wire transfer in immediately available funds to such account as the receiving party shall designate. (c) Where required to do so by applicable law or treaty, NEWLINK shall withhold taxes required to be paid to a taxing authority on account of such income to CIHS, and NEWLINK shall furnish CIHS with satisfactory evidence of such withholding and payment in order to permit CIHS to obtain a tax credit or other relief as may be available under the applicable law or treaty. (d) Any amounts payable to CIHS hereunder that are not paid on the date such payments are due under this Agreement shall accrue interest from the due date until paid, at a rate equal to [*] per month (or the maximum allowed by law, if less). Said interest and the payment and acceptance thereof shall not negate or waive the right of CIHS to seek any other remedy, legal or equitable, to which it may be entitled because of the delinquency of any payment.