THE AUDIT.
IF ANY AUDIT REVEALS ANY UNDERPAYMENT BY LICENSEE, LICENSEE
SHALL WITHIN TEN (10) DAYS AFTER SUCH AUDIT REMIT TO LICENSOR ALL AMOUNTS DUE,
WITH INTEREST THEREON AT THE RATE OF ONE PERCENT (1%) PER MONTH COMPOUNDED (OR
THE HIGHEST RATE PERMITTED BY APPLICABLE LAW, WHICHEVER IS LOWER), CALCULATED
FROM THE DATE SUCH AMOUNTS WERE DUE.
IF ANY UNDERPAYMENT IS MORE THAN FIVE
PERCENT (5%) OF THE TOTAL PAYMENTS
DUE FOR THE PERIOD AUDITED, LICENSEE SHALL REMIT TO LICENSOR IN FULL ALL COSTS
FOR SUCH AUDITS AND THE SUBSEQUENT AUDIT, INCLUDING ANY FEES OF A CERTIFIED
PUBLIC ACCOUNTANT.
3.7 TAXES.
IN ADDITION TO ANY OTHER AMOUNTS DUE UNDER THIS AGREEMENT, LICENSEE
AGREES TO PAY, INDEMNIFY AND HOLD LICENSOR HARMLESS FROM ANY TAXES IMPOSED BY
ANY GOVERNMENTAL AUTHORITY WITH RESPECT TO LICENSEE'S USE OF THE LICENSED
TECHNOLOGY.
"TAXES" HEREIN MEANS ANY TAX, FEE OR COST NOT BASED ON LICENSOR'S
NET INCOME, INCLUDING ANY SALES, USE, EXCISE, IMPORT OR EXPORT, VALUE ADDED,
WITHHOLDING OR SIMILAR TAX, OR ANY DUTY OR FEE AND ANY PENALTIES OR INTEREST
ASSOCIATED WITH ANY OF THE FOREGOING.
LICENSEE'S OBLIGATION TO PAY TAXES SHALL
SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT.
NOTWITHSTANDING THE
FOREGOING, IF LICENSEE IS REQUIRED BY U.S. OR OTHER LAW TO WITHHOLD ANY AMOUNT
FROM SUMS PAYABLE TO LICENSOR HEREUNDER, LICENSEE SHALL DEDUCT AND PAY ANY
WITHHOLDING TAXES TO THE APPROPRIATE U.S. OR OTHER TAX AUTHORITIES,
RESPECTIVELY, AND SHALL PROVIDE LICENSOR WITH A TAX RECEIPT EVIDENCING SUCH
PAYMENT.
IV.
PATENTS AND INVENTIONS
4.1 OWNERSHIP.
EXCEPT FOR THE LICENSES GRANTED HEREIN AND AS SET FORTH IN
SECTION 3, LICENSOR SHALL RETAIN ALL OF ITS RIGHTS, TITLE AND INTERESTS, WHICH
IT MAY HAVE, IN THE UNDERLYING INTELLECTUAL PROPERTY RIGHTS OF THE LICENSED
TECHNOLOGY AND ANY IMPROVEMENTS.
4.2 LICENSEE IMPROVEMENTS.
IN THE EVENT THAT LICENSEE DEVELOPS IMPROVEMENTS
SUBSEQUENT TO THE EFFECTIVE DATE, LICENSEE SHALL HAVE ALL RIGHTS TO SUCH
IMPROVEMENTS UNDER THE TERMS OF THE EXCLUSIVE LICENSE GRANTED TO LICENSEE IN
SECTION 2.1.
4.3 PATENT PROSECUTION.
LICENSEE SHALL HAVE THE RESPONSIBILITY FOR PREPARING,
FILING, PROSECUTING AND MAINTAINING THE LICENSED PATENTS AND CONDUCTING ANY
INTERFERENCES, REEXAMINATIONS OR REQUESTING REISSUES OR PATENT TERM EXTENSIONS
WITH RESPECT TO THE LICENSED PATENTS IN THE UNITED STATES, AND THE RIGHT TO
PREPARE, FILE, PROSECUTE AND MAINTAIN THE LICENSED PATENTS AND CONDUCT ANY
INTERFERENCES, REEXAMINATIONS OR REQUEST REISSUES OR PATENT TERM EXTENSIONS WITH
RESPECT TO THE LICENSED PATENTS, OR TO TAKE SUCH SIMILAR ACTIONS TO PROTECT THE
LICENSED PATENTS IN ANY OTHER COUNTRY.
DURING THE TERM LICENSEE SHALL PROSECUTE
AND/OR MAINTAIN, AS APPROPRIATE, THE LICENSED PATENTS IN AT LEAST THE COUNTRIES
IN WHICH LICENSOR HAS ALREADY BEGUN PROSECUTION AND/OR MAINTENANCE ("PROSECUTION
COUNTRIES"), A LIST OF WHICH SHALL BE PROVIDED BY LICENSOR UPON REQUEST.
LICENSEE SHALL KEEP LICENSOR FULLY INFORMED AS TO THE STATUS OF SUCH PATENT
MATTERS, INCLUDING WITHOUT LIMITATION BY PROVIDING LICENSOR WITH THE OPPORTUNITY
TO REVIEW AND COMMENT ON ANY DOCUMENTS WHICH WILL BE FILED IN ANY PATENT OFFICE
AND BY PROVIDING LICENSOR COPIES OF ANY DOCUMENTS RECEIVED BY