Changes in Domicile. Notwithstanding anything to the contrary in this Agreement, if the Paying Party assigns, transfers or otherwise disposes of some or all of its rights and obligations to any Person and if, as a result of such action, the withholding or deduction of Tax required by Applicable Law with respect to payments under this Agreement is increased, then any amount payable to the Recipient under this Agreement will be increased to take into account such withheld Taxes as may be necessary so that, after making all required withholdings (including withholdings on the withheld amounts), the Recipient receives an amount equal to the sum it would have received had no such withholding been made.
Changes in Domicile. Notwithstanding any provision to the contrary in this Agreement, including Section 9.10.2 (Withholding Tax), if as a result of a Party assigning, transferring, or conveying rights under this Agreement to an Affiliate or changing its domicile, additional Taxes become due that would not otherwise have been due hereunder with respect to payments under this Agreement, then such Party will be responsible for all such additional withholding Taxes.
Changes in Domicile. Notwithstanding any provision to the contrary in this Agreement, if EQRx assigns, transfers or otherwise disposes of some or all of its rights and obligations to any Person and if, as a result of such action, the withholding or deduction of Tax required by applicable law with respect to payments under this Agreement is increased, then any amount payable to Licensor under this Agreement will be [***] so that, after making all required withholdings (including withholdings on the withheld amounts), Licensor receives [***]
Changes in Domicile. Notwithstanding anything to the contrary set forth in this Agreement, if BeiGene assigns, transfers, or otherwise disposes of some or all of its rights and obligations under this Agreement to any Person and if, as a result of such action, the withholding or deduction of Tax required by Applicable Law with respect to any Agreement Payment is increased, then (A) any amount payable to AssemblyBio under this Agreement will be increased to take into account such withheld Taxes as may be necessary so that, after making all required withholdings (including withholdings on the withheld amounts), AssemblyBio receives an amount equal to the sum it would have received had no such withholding been made, and (B) AssemblyBio shall use Commercially Reasonable Efforts to obtain a foreign Tax credit for U.S. corporate income Tax purposes for any such additional amount paid pursuant to this sentence, upon the receipt of which AssemblyBio will reimburse BeiGene for such additional amount paid and credited within [* * *]. This Section 9.11(a)(iii) shall not apply to the increased tax exposure caused by the following: (1) any Licensed Product is being or will be Manufactured in the Territory pursuant to Section 7.2(d)(i) or 7.3; and (2) BeiGene assigns some or all of its rights and obligations under this Agreement to a BeiGene Affiliate in China pursuant to Section 16.2, only to the extent that BeiGene is unable to obtain Regulatory Approval in China that would allow a BeiGene Affiliate outside of China to Commercialize the Licensed Products in China despite the use of Commercially Reasonable Efforts to obtain the same.
