3. Considerations of BiOS LICENSEE
3.1 In consideration of the Licensed Material provided and other services granted hereunder BiOS LICENSEE agrees to pay to CAMBIA a Technology Support Services Subscription Fee based on the number of employees in the fields of plant biotechnology and plant breeding (including all personnel worldwide in research and technical development, and associated administration, business development, regulatory and public affairs and marketing) of BiOS LICENSEE, and its Affiliates within thirty (30) days after the Effective Date of this Agreement and of each subsequent anniversary of the Effective Date (unless terminated in writing prior to said date according to the provisions of Article 4.1) in the amount shown in Annex D.
3.2 The PARTIES understand that for academic, not-for-profit organizations no subscription fees are due.
3.3 BiOS LICENSEE is entitled to withhold any taxes from any payments made hereunder only if required by law or governmental regulation notified to CAMBIA and translated into English in advance of such payments, unless and until CAMBIA provides a legally binding ruling from the relevant authority granting BiOS LICENSEE the approval for a reduced withholding or for an exemption. CAMBIA shall ensure full cooperation in order to enable BiOS LICENSEE to fulfill such withholding obligations as notified by BiOS LICENSEE prior to the onset of such obligations, and BiOS LICENSEE shall ensure full and prompt cooperation with CAMBIA’s efforts to provide such a ruling where applicable. The remittance of such withholding by BiOS LICENSEE to the respective governmental authority while such a ruling is pending does not withdraw BiOS LICENSEE from its according payment obligation under this Agreement, to be made promptly upon provision of said ruling. Notwithstanding this provision, BiOS LICENSEE shall strictly adhere to the conditions and rates applicable under the law, practice or policy of the relevant authority.
Other than regulated above, all aforementioned amounts due to CAMBIA shall be understood without any applicable Value Added Tax (VAT) or any similar tax, and shall be made without deduction of any bank or transfer or currency exchange charges. Any such taxes or fees on any payments made hereunder shall be paid by BiOS LICENSEE. Said taxes or fees paid to a government or bank may not be considered as meeting BiOS LICENSEE’s corresponding payment obligation to CAMBIA.
3.4 CAMBIA shall have the right to publish the names of BiOS LICENSEES that have paid the annual fees, but not the amount of paid fees.
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