Common use of Character of Payments Clause in Contracts

Character of Payments. The Parties agree that, for purposes of determining the applicability of any Taxes, the payments to be made under this Agreement constitute payments for tangible property and licensure of intellectual property. However, in the event that the governing tax authority (“Tax Authority”) recharacterizes such payment, any additional taxes (other than taxes on income, gains or profits levied against Selexis by any competent Swiss tax authority) that may be applied (including any interest and penalties that may be unpaid) shall be the responsibility of [ ** ].