Sarbanes-Oxley Act regarding internal controls for characterizing royalty payments made under this Agreement.
4.9 Interest. The royalty and other payments set forth in this Agreement shall, if overdue, bear interest until payment at **** or the maximum amount permitted under law, whichever is less. The acceptance of the payment of such interest shall not foreclose Children’s from exercising any other rights or remedies it may have.
4.10 Payment Procedures. All payments due from Licensee hereunder shall be made in U.S. dollars by check or money order payable to the “Nationwide Children’s Hospital.” With respect to transfers in countries outside the United States, payments shall be made in U.S. dollars at the rate of exchange published in the Wall Street Journal on the close of business on the last banking day of each Royalty Period in which the royalty accrues. Such payments shall reference Children’s tax identification number **** and shall be remitted to the address for Children’s specified in Section 12.1 of this Agreement.
4.11 Taxes. All amounts payable to Children’s under this Agreement are net of all taxes and other charges, and Licensee shall pay, and shall indemnify and hold Children’s harmless against, all taxes, transfer fees and other charges (other than taxes based on Children’s’s income, for which Children’s shall remain solely responsible and liable) levied by any taxing authority on account of license fees, royalties or any other sums payable under this Agreement. Licensee shall deliver to Children’s copies of all official tax receipts.
5.1 Prosecution and Maintenance of Licensed Patents. Provided that Licensee timely makes all of its payments under this Agreement, Children’s shall use reasonable efforts consistent with its normal practices to prosecute and maintain the Licensed Patents in the Field of Use and Licensed Territory and Licensee shall cooperate with all lawful requests of Children’s in effectuating such efforts.
5.1.1 Consultation. Children’s shall consult with Licensee and keep Licensee reasonably informed regarding the preparation, filing, prosecution and maintenance of the Licensed Patents within the Field of Use and Licensed Territory reasonably prior to any deadline or action with any patent office and use reasonable good faith efforts to implement all reasonable requests made by Licensee regarding such matters.
5.1.2 Control. Licensee agrees that Children’s has the sole right without other obligation regarding the Licensed Patents to determine whether or not, and where, to: (a) file and prosecute patent applications; and (b) maintain and defend the patents, including to institute, defend and conduct all interferences, oppositions and other past-grant proceedings. This Section 5.1.2 shall not govern third-party actions or proceedings, which are governed by Article 6 hereof
5.1.3 Notice. Licensee shall promptly inform Children’s of all matters that come to its attention that may affect the filing, prosecution, defense or maintenance of the Licensed Patents. Licensee certifies to Children’s on behalf of itself and any entity to which it conveys Licensed Rights, that they qualify for “small entity” status pursuant to 13 C.F.R. 121.802 and shall notify Children’s immediately in the event this no longer is the case. Children’s shall use its best efforts to promptly notify Licensee, within **** of Children’s receipt of all matters that come to its attention that may affect the filing, prosecution, defense or maintenance of the Licensed Patents.