Common use of Payments; Tax Matters Clause in Contracts

Payments; Tax Matters. (a) All payments to be made under this Agreement shall be made in U.S. Dollars by bank wire transfer in immediately available funds to a bank account designated from time to time in writing by the Party receiving the funds. (b) Net Sales or other revenues received or payments due in currencies other than Dollars shall first be calculated in the relevant foreign currency and then converted to Dollars against the currency in question on the rate of exchange applicable on the last Business Day of the Calendar Quarter in respect of which the funds are payable using the currency exchange rates quoted by Bloomberg Professional, a service of Bloomberg L.P., during the period of such Net Sales, or in the event Bloomberg Professional is not available then The Wall Street Journal. Budgets and intra-budget forecasts of future Net Sales and expenses in currencies other than Dollars shall be converted into Dollars at budget rates to be agreed between the Parties at the Joint Commercialisation Committee. (c) All amounts due under this Agreement shall be paid exclusive of any Value Added Tax (which, if applicable shall be payable by a Party in addition upon receipt of a valid Value Added Tax invoice). Each Party agrees to inform the other Party forthwith if it concludes that there is a Value Added Tax law or practice, or a change in such law or practice, which requires it to account for Value Added Tax on any payments due pursuant to this Agreement at any time after the Effective Date, with a view to the Parties using their best endeavours to agree on the manner in which subsequent payments shall be made to reduce or eliminate the liability of the Parties to pay Value Added Tax. (d) All amounts due under this Agreement shall be paid in full without deduction for any applicable taxes, levies, imposts, duties and fees of whatever nature imposed by or under the authority of any government or public authority, except for tax legally required to be deducted or withheld. Where any sum due to be paid to a Party under this Agreement is subject to any withholding or similar or other tax, the Parties shall take all reasonable steps to do all such acts and things and to sign all such deeds and documents as will enable them to take advantage of any applicable double taxation agreements to reduce the rate of withholding or similar taxes with the object of paying the sums due under deduction of a reduced rate of withholding tax or on a gross basis. In the event there is no double taxation agreement or the reduced rate of withholding tax under the relevant double taxation agreement is greater than [*] ([*]%), the Party making payment shall pay such withholding or similar tax, deduct the relevant amount from the payment due to the other Party, and secure and send to the other Party proof of such withholding or similar tax in a form in accordance with the relevant taxation authority as evidence of such payments. Each Party agrees to inform the other Party forthwith if it concludes that there is any law or practice or any change in such law or practice which requires it to deduct or withhold tax in respect of any payments due pursuant to this Agreement at any time after the Effective Date with a view to the Parties using their best endeavours to agree on the manner in which subsequent payments shall be made to reduce or eliminate the liability of both Parties to deduct or withhold any amount on account of tax. (e) Any payment of any amount under this Agreement not received by the due date specified herein shall accrue interest thereafter on the sum due and owing from the date payment is due until the date payment is received at the rate equal to [*].

Payments; Tax Matters. (a) All payments to be made amounts due under this Agreement shall be made paid: a) in U.S. Dollars by bank wire transfer in immediately available funds US dollars to the credit of a bank account to be designated from time to time in writing by the Party receiving the funds. (b) Net Sales or other revenues received or payments payment. Payments due in currencies a currency other than Dollars US dollars shall first be calculated in the relevant foreign currency and then converted to Dollars US dollars against the currency in question on the rate of exchange applicable on the last Business Day of the Calendar calendar Quarter in respect of which the funds royalties are payable using the currency exchange rates quoted by Bloomberg Professional, a service of Bloomberg L.P., during the period of such Net Sales, or in the event Bloomberg Professional is not available then The Wall Street Journal. Budgets and intra-budget forecasts of future Net Sales and expenses in currencies other than Dollars shall be converted into Dollars at budget rates to be agreed between the Parties at the Joint Commercialisation Committee.HSBC Bank plc on that date; (cb) All amounts due under this Agreement shall be paid exclusive of any Value Added Tax (which, if applicable applicable, shall be payable by a Party in addition upon receipt of a valid Value Added Tax invoice). Each Party The Parties agree that at the date of this Agreement all payments due hereunder are outside the scope of Value Added Tax. Celltech agrees to inform the other Party Pharmacia forthwith if it Celltech concludes that there is a change in Value Added Tax law or practice, or a change in such law or practice, practice which requires it to account for Value Added Tax on any payments due pursuant to this Agreement at any time after the Effective Date, Execution Date with a view to the Parties using their best endeavours to agree on the manner in which subsequent payments shall be made to reduce or eliminate the liability of the Parties Pharmacia to pay Value Added Tax. (dc) All amounts due under this Agreement shall be paid in full without deduction for any applicable taxes, levies, imposts, duties and fees of whatever nature imposed by or under the authority of any government or public authority, authority except for tax legally required to be deducted or withheld. Where any sum due to be paid to a Party under this Agreement is subject to any withholding or similar or other tax, tax the Parties shall take all reasonable steps to do all such acts and things things, including execution of agreements by local Affiliates for direct payment to a Party or its Affiliates in such country, and to sign all such deeds and documents as will enable them to take advantage of any applicable double taxation agreements to reduce the rate of withholding or similar taxes with the object of paying the sums due under deduction of a reduced rate of withholding tax or on a gross basis. In the event there is no double taxation agreement or the reduced rate of withholding tax under the relevant double taxation agreement is greater than [*] ([*]0%), the Party making payment shall pay such withholding or similar tax, deduct the relevant amount from the payment due to the other Party, and secure and send to the other Party proof of such withholding or similar tax in a form in accordance with the relevant taxation authority as evidence of such payments. Each Party The Parties agree that at the date of this Agreement all payments due hereunder may be legally paid without deduction or withholding. Pharmacia agrees to inform the other Party Celltech forthwith if it Pharmacia concludes that there is any law or practice or any change in such law or practice which requires it to deduct or withhold tax in respect of any payments due pursuant to this Agreement at any time after the Effective Execution Date with a view to the Parties using their best endeavours to agree on the manner in which subsequent payments shall be made to reduce or eliminate the liability of both Parties Pharmacia to deduct or withhold any amount on account of tax.; (ed) Any where payment of any amount under this Agreement is not received by the due date specified herein herein, interest shall accrue interest thereafter on the sum due and owing from the date payment is due until the date payment is received *; e) in the case of payments due under Sections 9.1, 9.2 or 9.3, the paying Party shall have the right to make payments directly from the country in the Territory in which the sales occur. If at any time legal restrictions in any country in the rate equal Territory prevent the prompt remittance of any payments with respect to [*]sales in that country, the paying Party shall have the right and option to make such payments by depositing the amount thereof in local currency to the receiving Party’s account in a bank or depository in such country; and f) each Party shall be entitled to the benefit of any tax credit available under Section 41 of the Internal Revenue Code of 1986 (the “Code”), or any successor or similar provision (either in the United States or elsewhere in the Territory), for the amount of Development Costs incurred by such Party.