LICENSEE'S DILIGENT EFFORTS TO ACHIEVE THE MILESTONE REQUIRED TO BE MET BY SUCH
DUE DATE, LICENSOR SHALL CONSIDER IN GOOD FAITH SUCH REQUESTS. UPON GRANTING
SUCH REQUEST, LICENSOR AND LICENSEE SHALL NEGOTIATE SUCH EXTENSIONS IN GOOD
FAITH.]
SECTION
4
PAYMENTS
4.1
LICENSE ISSUE FEE.
4.1.1
[****]
4.2
ROYALTY.
4.2.1
[****]
4.3
OTHER PAYMENTS.
4.3.1
[****]
4.3.2
IN ADDITION TO ALL OTHER PAYMENTS REQUIRED UNDER THIS AGREEMENT,
LICENSEE AGREES TO PAY LICENSOR MILESTONE PAYMENTS, AS FOLLOWS: [****]
4.3.1
SUBLICENSES.
[****]
4.4
ACCOUNTING FOR PAYMENTS.
4.4.1
[****]
4.4.2
[****]
4.4.3
EXCEPT AS OTHERWISE DIRECTED, ALL AMOUNTS OWING TO LICENSOR UNDER
THIS AGREEMENT SHALL BE PAID IN U.S. DOLLARS TO LICENSOR AT THE FOLLOWING
ADDRESS:
USF Research Foundation
Page 4
Initials /s/ VLM MP1735585.1
Confidential Treatment-Redacted Copy
CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A CONFIDENTIAL TREATMENT
REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, AND
RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE REDACTED
TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH FOUR
ASTERISKS [****].
Attn: Business Manager
3802 Spectrum Blvd, Suite 100
Tampa, Florida 33612
4.4.4
A CERTIFIED FULL ACCOUNTING STATEMENT SHOWING HOW ANY AMOUNTS
PAYABLE TO LICENSOR UNDER SECTION 4 HAVE BEEN CALCULATED SHALL BE SUBMITTED TO
LICENSOR ON THE DATE OF EACH SUCH PAYMENT.
IN ADDITION TO BEING CERTIFIED, SUCH
ACCOUNTING STATEMENTS SHALL CONTAIN A WRITTEN REPRESENTATION SIGNED BY AN
EXECUTIVE OFFICER OF LICENSEE THAT STATES THAT THE STATEMENTS ARE TRUE,
ACCURATE, AND FAIRLY REPRESENT ALL AMOUNTS PAYABLE TO LICENSOR PURSUANT TO THIS
AGREEMENT.
FOR EARNED ROYALTIES, SUCH ACCOUNTING SHALL BE ON A PER-COUNTRY AND
PRODUCT LINE, MODEL OR TRADE NAME BASIS AND SHALL BE SUMMARIZED ON THE FORM
SHOWN IN APPENDIX C - LICENSOR ROYALTY REPORT OF THIS AGREEMENT. FOR EARNED
ROYALTIES, IN THE EVENT NO PAYMENT IS OWED TO LICENSOR BECAUSE THE AMOUNT OF
MINIMUM ROYALTIES PAID HAS NOT BEEN EXCEEDED OR OTHERWISE, AN ACCOUNTING
DEMONSTRATING THAT FACT SHALL BE SUPPLIED TO LICENSOR.
4.4.5
LICENSOR IS EXEMPT FROM PAYING INCOME TAXES UNDER U.S. LAW.
THEREFORE, ALL PAYMENTS DUE UNDER THIS AGREEMENT SHALL BE MADE WITHOUT DEDUCTION
FOR TAXES, ASSESSMENTS, OR OTHER CHARGES OF ANY KIND WHICH MAY BE IMPOSED ON
LICENSOR BY ANY GOVERNMENT OUTSIDE OF THE UNITED STATES OR ANY POLITICAL
SUBDIVISION OF SUCH GOVERNMENT WITH RESPECT TO ANY AMOUNTS PAYABLE TO LICENSOR
PURSUANT TO THIS AGREEMENT.
ALL SUCH TAXES, ASSESSMENTS, OR OTHER CHARGES SHALL
BE ASSUMED BY LICENSEE.
SECTION
5
CERTAIN WARRANTIES AND DISCLAIMERS OF LICENSOR
5.1
LICENSOR WARRANTS THAT, EXCEPT AS OTHERWISE PROVIDED UNDER
SECTION 17.1 OF THIS AGREEMENT WITH RESPECT TO U.S. GOVERNMENT INTERESTS, IT IS
THE OWNER OR EXCLUSIVE LICENSEE OF THE LICENSED PATENTS OR OTHERWISE HAS THE
RIGHT TO GRANT THE LICENSES GRANTED TO LICENSEE IN THIS AGREEMENT.
HOWEVER,
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS:
(A)
A WARRANTY OR REPRESENTATION BY LICENSOR AS TO THE VALIDITY OR SCOPE OF ANY
RIGHT INCLUDED IN THE