Common use of Payment of Tax Clause in Contracts

Payment of Tax. The upfront, milestones, royalties and other amounts payable by Lilly to Avidity to this Agreement (each, a “Payment”) shall be paid free and clear of any and all taxes, except for any withholding taxes required by Applicable Law. Except as provided in this Section 7.8.2. Avidity shall be solely responsible for paying any and all taxes (other than withholding taxes required by Applicable Law to be deducted from Payments and remitted by Lilly) levied on account of, or measured in whole or in part by reference to, any Payments it receives. Lilly shall deduct or withhold from the Payments any taxes that it is required by Applicable Law to deduct or withhold. Notwithstanding the foregoing, if Avidity is entitled under any applicable tax treaty to a reduction of rate of, or the elimination of, applicable withholding tax, it may deliver to Lilly or the appropriate Governmental Authority (with the assistance of Lilly to the extent that this is reasonably required and is expressly requested in writing) the prescribed forms necessary to reduce the applicable rate of withholding or to relieve Lilly of its obligation to withhold such tax and Lilly shall apply the reduced rate of withholding or dispense with withholding as the case may be; provided that Lilly has received evidence, in a form satisfactory to Lilly, of Avidity’s delivery of all applicable forms (and, if necessary, its receipt of appropriate governmental authorization) at least [* * *] prior to the time Payments are due. If in accordance with the foregoing, Lilly withholds any amounts of tax, it shall pay to Avidity the balance when due, make timely payment to the proper tax authority of the withheld amount and send to Avidity proof of such payment within [* * *] following such payments.

Payment of Tax. A Party receiving a payment pursuant to this Agreement, including this Article 7 shall pay any and all Taxes levied on such payment. The upfront, milestones, royalties and other amounts payable by Lilly to Avidity pursuant to this Agreement (each, a “PaymentPayments”) shall will not be paid free and clear reduced on account of any and all taxes, except for any withholding taxes Taxes unless required by Applicable Law. Except as provided in this Section 7.8.2. Avidity shall be solely responsible for paying any Takeda will deduct and all taxes (other than withholding taxes required by Applicable Law to be deducted from Payments and remitted by Lilly) levied on account of, or measured in whole or in part by reference to, any Payments it receives. Lilly shall deduct or withhold from the Payments made to Ascentage any taxes Taxes that it is required by Applicable Law to deduct or withholdwithhold (“Withholding Taxes”), and any such amounts deducted or withheld by Takeda will be treated as having been paid to Ascentage for purposes of this Agreement. Any such Withholding Taxes will be an expense of and borne by Ascentage. If any such Withholding Tax is assessed against or paid (but in each case not withheld) by Takeda, then Ascentage will pay the relevant amount of such Withholding Tax to Takeda. In the event that a Governmental Authority retroactively determines that a payment made by Takeda to Ascentage under this Agreement should have been subject to Withholding Taxes (or to additional Withholding Taxes), and Takeda remits such Withholding Taxes to the Governmental Authority, including any interest and penalties that may be imposed thereon, at the option of Takeda, then Ascentage will pay the relevant amount of any Withholding Tax (including any interest and penalties thereon) to Takeda. Notwithstanding the foregoing, if Avidity Ascentage is entitled under any applicable tax treaty to a reduction of rate of, or the elimination of, or recovery of, applicable withholding taxWithholding Tax, then it may deliver to Lilly Takeda or the appropriate Governmental Authority (with the assistance of Lilly to the extent that this is reasonably required and is expressly requested in writing) the prescribed forms necessary to reduce the applicable rate of withholding or to relieve Lilly Takeda of its obligation to withhold such tax and Lilly tax. If Ascentage timely delivers to Takeda a validly executed form establishing a reduced rate or exemption from withholding, Takeda shall apply the reduced rate of withholding withholding, or dispense with withholding not withhold, as the case may be; , provided that Lilly has received Takeda is in receipt of evidence, in a form reasonably satisfactory to LillyTakeda, of Avidityfor example Ascentage’s delivery of all applicable forms (and, if necessary, its receipt of appropriate governmental authorization) documentation at least [* * *] two weeks prior to the time that the Payments are due. If If, in accordance with the foregoing, Lilly Takeda withholds any amounts of taxamount, then it shall will pay to Avidity Ascentage the balance when due, make timely payment (or cause its agent to make timely payment) to the proper tax taxing authority of the withheld amount amount, and send to Avidity Ascentage proof of such payment within [* * *] sixty (60) days following such paymentsthat payment. Ascentage will pay all other Taxes levied on any payments it receives under this Agreement.

Payment of Tax. The upfront, milestones, royalties and other amounts payable by Lilly to Avidity ProQR to this Agreement (each, a “Payment”) shall be paid free and clear of any and all taxes, except for any withholding taxes required by Applicable Law. Except as provided in this Section 7.8.2. Avidity 8.7, ProQR shall be solely responsible for paying any and all taxes (other than withholding taxes required by Applicable Law to be deducted from Payments and remitted by Lilly) levied on account of, or measured in whole or in part by reference to, any Payments it receives. Lilly shall deduct or withhold from the Payments any taxes that it is required by Applicable Law to deduct or withhold. Notwithstanding the foregoing, if Avidity ProQR is entitled under any applicable tax treaty to a reduction of in the rate of, or the elimination of, any applicable withholding tax, it may deliver to Lilly or the appropriate Governmental Authority (with the assistance of Lilly to the extent that this is reasonably required and is expressly requested in writing) the prescribed forms necessary to reduce the applicable rate of withholding or to relieve Lilly of its obligation to withhold such tax and Lilly shall apply the reduced rate of withholding or dispense with withholding as the case may be; provided that Lilly has received ProQR’s delivery of all applicable forms in a form satisfactory to Lilly (and, if necessary, evidence, in a form satisfactory to Lilly, of AvidityProQR’s delivery of all applicable forms (and, if necessary, its receipt of appropriate governmental authorization) at least [* * ***] prior to the time Payments are due. If in accordance with the foregoing, Lilly withholds any amounts of tax, it shall pay to Avidity ProQR the balance when due, make timely payment to the proper tax authority of the withheld amount and send to Avidity ProQR proof of such payment and applicable tax withholding certificates within [* * ***] following such payments.

Payment of Tax. The upfront, milestones, royalties and other amounts payable by Lilly to Avidity Merus to this Agreement (each, a “Payment”) shall be paid free and clear of any and all taxes, except for any withholding taxes required by Applicable Law. Except as provided in this Section 7.8.28.8.2. Avidity Merus shall be solely responsible for paying any and all taxes (other than withholding taxes required by Applicable Law to be deducted from Payments and remitted by Lilly) levied on account of, or measured in whole or in part by reference to, any Payments it receives. Lilly shall deduct or withhold from the Payments any taxes that it is required by Applicable Law to deduct or withhold. Notwithstanding the foregoing, if Avidity Merus is entitled under any applicable tax treaty to a reduction of rate of, or the elimination of, applicable withholding tax, it may deliver to Lilly or the [*] Certain information in this document has been omitted as the information is not material and would be competitively harmful if publicly disclosed. appropriate Governmental Authority (with the assistance of Lilly to the extent that this is reasonably required and is expressly requested in writing) the prescribed forms necessary to reduce the applicable rate of withholding or to relieve Lilly of its obligation to withhold such tax and Lilly shall apply the reduced rate of withholding or dispense with withholding as the case may be; provided that Lilly has received evidence, in a form satisfactory to Lilly, of AvidityMerus’s delivery of all applicable forms (and, if necessary, its receipt of appropriate governmental authorization) at least [* * *] prior to the time Payments are due. If in accordance with the foregoing, Lilly withholds any amounts of tax, it shall pay to Avidity Merus the balance when due, make timely payment to the proper tax authority of the withheld amount and send to Avidity Merus proof of such payment within [* * *] following such payments. Notwithstanding the foregoing, the Parties acknowledge and agree that if Lilly (or its Affiliates or successors) is required to make a payment to Merus subject to a deduction or withholding of tax, and if such deduction or withholding of tax arises or is increased solely as a result any action taken by Lilly or its Affiliates or successor or assignee, including without limitation the assignment or transfer of all or a portion of this Agreement by the payor pursuant to Section 15.7 or otherwise, or there is a change, whether by corporate continuance, merger or other means, in the tax residency of Lilly, or payments arise or are deemed to arise through a branch of the payor (each a “Withholding Tax Action”), then notwithstanding anything to the contrary herein, the payment by Lilly (in respect of which such deduction and withholding of tax is required to be made) shall be increased by the amount necessary to ensure that Merus receives an amount equal to the same amount that it would have received had no Withholding Tax Action occurred.

Payment of Tax. The upfront, milestones, royalties and other amounts payable by Lilly to Avidity to this Agreement (each, a) To the extent that a “Payment”) shall be paid free and clear of any and all taxes, except for any withholding taxes required by Applicable Law. Except as provided in this Section 7.8.2. Avidity shall be solely responsible for paying any and all taxes (other than withholding taxes required by Applicable Law to be deducted from Payments and remitted by Lilly) levied on account of, or measured in whole or in part by reference to, any Payments it receives. Lilly shall deduct or withhold from the Payments any taxes that it Paying Party is required by Applicable Law to deduct and withhold taxes on any payment due to the Payee Party under this Agreement or withholdallocation of Net Profits/Net Losses under this Agreement, such Paying Party shall pay the amounts of such taxes to the proper Governmental Authority in a timely manner and promptly transmit to the Payee Party evidence of such withholding in the form customarily provided by the applicable Governmental Authority to enable the Payee Party to claim such payment of taxes. Any taxes that are so deducted and withheld shall be treated as paid to the Payee Party hereunder. If the Paying Party failed to deduct or withhold tax required by Applicable Law, the Payee Party shall [*]. In the event that a liability for withholding taxes is imposed or asserted by a Governmental Authority upon the Paying Party in respect of a failure to withhold such taxes from or in respect of any amount payable to a Payee Party under this Agreement (a “Withholding Tax Claim”), (1) the Paying Party shall notify the Payee Party promptly upon the receipt of any such Withholding Tax Claim from a Governmental Authority which might give rise to an indemnification under this Section 5.3.3 (although the Paying Party’s delay in promptly notifying the Payee Party shall only reduce the Payee Party’s liability to indemnify the Paying Party to the extent that the Payee Party is actually prejudiced by such delay); (2) the Payee Party shall be entitled to participate, at its own expense, and with counsel of its choosing, in the defense of any such Withholding Tax Claim which may give rise to liability under this Section 5.3.3(a); (3) the Paying Party may not settle the Withholding Tax Claim with a Governmental Authority, to the extent such settlement would create a liability for the Payee Party under this Section 5.3.3(a), without the prior written consent of the Payee Party, which consent shall not be unreasonably withheld, conditioned or delayed; and (4) the Payee Party shall indemnify the Paying Party for any reasonable out-of-pocket expenses incurred by the Paying Party in the defense of the Withholding Tax Claim; provided, further, that the foregoing indemnification obligation shall not apply to the extent that if the Paying Party had withheld such taxes, it would have been required to increase such amount payable under Section 5.3.3(b). (b) Notwithstanding the foregoing, if Avidity (a) any Party redomiciles or assigns its rights or obligations under this Agreement, (b) as a result of such redomiciliation or assignment, such Party (or its assignee) is entitled under any applicable tax treaty required by Applicable Law to a reduction of rate ofwithhold taxes, or such redomiciliation or assignment results in the elimination ofimposition of Indirect Taxes that were not otherwise applicable, applicable withholding tax, it may deliver to Lilly from or the appropriate Governmental Authority (with the assistance in respect of Lilly any amount payable from such Party to the extent that other Party under this is reasonably required Agreement, and is expressly requested in writing(c) such withholding taxes or Indirect Taxes exceed the prescribed forms necessary to reduce the applicable rate amount of withholding taxes or Indirect Taxes that would have been applicable had such redomiciliation or assignment not occurred, then any such amount payable shall be increased to relieve Lilly of its obligation to withhold take into account such tax and Lilly shall apply withholding taxes or Indirect Taxes as may be necessary so that, after making all required withholdings (including withholdings on the reduced rate of withholding or dispense with withholding additional amounts payable) and/or paying such Indirect Taxes, as the case may be; provided that Lilly has received evidence, in a form satisfactory to Lilly, of Avidity’s delivery of all applicable forms the Payee Party (and, if necessary, or its receipt of appropriate governmental authorizationassignee) at least [* * *] prior receives an amount equal to the time Payments are duesum it would have received had no such increased withholding been made and no such Indirect Taxes had been imposed. If in accordance with the foregoing, Lilly withholds any The obligation to pay additional amounts of tax, it shall pay to Avidity the balance when due, make timely payment pursuant to the proper preceding sentence shall not apply, however, to the extent such increased withholding tax authority or Indirect Taxes (i) would not have been imposed but for the assignment by the Payee Party of the withheld amount and send to Avidity proof of such payment within [* * *] following such payments.its rights or

Payment of Tax. The upfront, milestones, royalties and other amounts payable by L▇▇▇▇ to ProQR, or by ProQR to Lilly to Avidity as the case may be, pursuant to this Agreement (each, a “Payment”) shall be paid free and clear of any and all taxes, except for any withholding taxes required by Applicable Law. Except as provided in this Section 7.8.2. Avidity 8.9, the Party receiving payments under this Agreement shall be solely responsible for paying any and all taxes (other than withholding taxes required by Applicable Law to be deducted from Payments and remitted by Lillythe paying Party) levied on account of, or measured in whole or in part by reference to, any Payments it receives. Lilly The paying Party shall deduct or withhold from the Payments any taxes that it is required by Applicable Law to deduct or withhold. Notwithstanding the foregoing, if Avidity receiving Party is entitled under any applicable tax treaty to a reduction of in the rate of, or the elimination of, any applicable withholding tax, it may deliver to Lilly the paying Party or the appropriate Governmental Authority (with the assistance of Lilly the paying Party to the extent that this is reasonably required and is expressly requested in writing) the prescribed forms necessary to reduce the applicable rate of withholding or to relieve Lilly the paying Party of its obligation to withhold such tax and Lilly the paying Party shall apply the reduced rate of withholding or dispense with withholding as the case may be; provided that Lilly the paying Party has received from the receiving party the delivery of all applicable forms in a form satisfactory to the paying Party (and, if necessary, evidence, in a form satisfactory to Lillythe paying Party, of Aviditythe receiving party’s delivery of all applicable forms (and, if necessary, its receipt of appropriate governmental authorization) at least [* * ***] prior to the time Payments are due. If in accordance with the foregoing, Lilly the paying Party withholds any amounts of tax, it shall pay to Avidity the receiving party the net balance when due, make timely payment to the proper tax authority of the withheld amount and send to Avidity the receiving party proof of such payment and applicable tax withholding certificates within [* * ***] following such payments.