Common use of Place of Payment, Taxes and Conversions Clause in Contracts

Place of Payment, Taxes and Conversions. All payments under this Agreement shall be paid in United States dollars, unless otherwise required by law, at such place as Licensor may reasonably designate consistent with applicable laws and regulations. Any taxes, duties, or other levies which the Company, its Affiliate or any Sublicensee shall, in its reasonable discretion, be required by law to pay or withhold on remittance of any payment(s) due under this Agreement shall be deducted from such payment(s) to Licensor. Any such taxes, levies, or duties required under applicable law to be paid or withheld shall be an expense of, and borne solely by, Licensor. The Company will use commercially reasonable efforts to secure and send to Licensor proof of any such taxes, duties or other levies withheld and paid by the Company for the benefit of Licensor, and cooperate, at Licensor’s expense, with any reasonable request to help ensure that amounts withheld and/or paid are reduced and/or recovered to the extent permitted by the relevant jurisdiction. If any currency conversion shall be required in connection with the payment of royalties hereunder, such conversion shall be made by using the exchange rate prevailing at Citibank, N.A. in New York, New York on the last business day of the calendar quarterly reporting period to which such royalty payments relate. In each country where the local currency is blocked and cannot be removed from the country under such country’s applicable law, royalties accrued with respect to that country shall be paid to Licensor in such country in local currency by deposit in a local bank designated by Licensor, unless the parties otherwise agree

Place of Payment, Taxes and Conversions. All payments under this Agreement shall be paid in United States dollars, unless otherwise required by law, at such place as Licensor may reasonably designate consistent with applicable laws Applicable Laws and regulations. Any taxes, duties, or other levies which the Company, its Affiliate or any Sublicensee shall, in its reasonable discretion, shall be required by law to pay or withhold on remittance of any payment(s) to Licensor due under this Agreement shall be deducted from such payment(s) to Licensor. Any such taxes, levies, or duties required under applicable law Applicable Law to be paid or withheld on remittance of any payment(s) paid to Licensor under this Agreement shall be an expense of, and borne solely by, Licensor. The , provided the Company will use commercially reasonable efforts to secure and send sends to Licensor proof of any such taxes, duties or other levies withheld and paid by the Company for the benefit of Licensor, and further provided, the Company cooperate, at Licensor’s expense, with any reasonable request to help ensure that amounts withheld and/or paid are reduced and/or recovered to the extent permitted by the relevant jurisdiction. If any currency conversion shall be required in connection with the payment of royalties payments hereunder, such conversion shall be made by using the exchange rate prevailing at Citibank, N.A. in New York, New York on the last business day of the calendar quarterly reporting period to which such royalty payments relate. In each country where the local currency is blocked and cannot be removed from the country under such country’s applicable law, royalties accrued with respect to that country shall be paid to Licensor in such country in local currency by deposit in a local bank designated by Licensor, unless the parties otherwise agree.

Place of Payment, Taxes and Conversions. All Cash payments under this Agreement shall be paid by wire transfer in United States dollars, unless otherwise required by law, dollars at such place as Licensor may reasonably designate consistent with applicable laws Applicable Laws and regulations, and payments in stock will be paid through mutually agreeable stock purchase agreements. Any taxes, duties, or other levies taxes which the Company, its Affiliate Affiliate, or any Sublicensee shall, in its reasonable discretion, shall be required by law to pay or withhold on behalf of Licensor on remittance of any payment(s) due under this Agreement shall the payments to Licensor may be deducted from such payment(s) payment to Licensor. Any such taxes, levies, or duties required under applicable law to be paid or withheld shall be an expense of, and borne solely by, Licensor. The Company will use commercially reasonable efforts to secure and send to shall furnish Licensor proof with the original copies of any all official receipts for such taxes, duties or other levies withheld evidence of such withholding sufficient to enable Licensor to claim such payment of taxes from any applicable Governmental Authority, in a timely manner. The Company shall provide Licensor any tax forms or other similar documentation that may be reasonably necessary in order for Licensor not to make any tax withholdings or to make tax withholdings at a reduced rate under an applicable bilateral income tax treaty, and paid shall update such forms and documentation from time to time as necessary to reflect changes in facts. Each Party shall provide the other with reasonable assistance to enable the recovery, as permitted by the Company Applicable Laws, of tax withholdings, value added tax (“VAT”) or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of Licensor, and cooperate, at Licensor’s expense, with any reasonable request to help ensure that amounts withheld and/or paid are reduced and/or recovered to the extent permitted by the relevant jurisdictionParty bearing such withholding tax or VAT. If any currency conversion shall be required in connection with the payment of royalties payments hereunder, such conversion shall be made by using the exchange rate prevailing at Citibank, N.A. in New York, New York on the last business day of the calendar quarterly reporting period to which such royalty payments relate. In each country where the local currency is blocked and cannot be removed from the country under relate less any applicable fees associated with such country’s applicable law, royalties accrued with respect to that country shall be paid to Licensor in such country in local currency by deposit in a local bank designated by Licensor, unless the parties otherwise agreeexchange.

Place of Payment, Taxes and Conversions. All payments under this Agreement shall be paid in United States dollars, unless otherwise required by law, at such place as Licensor may reasonably designate consistent with applicable laws and regulations. Any taxes, duties, or other levies which the Company, its Affiliate or any Sublicensee shall, in its reasonable discretion, be required by law to pay or withhold on remittance of any payment(s) due under this Agreement shall be deducted from such payment(s) to Licensor. Any such taxes, levies, or duties required under applicable law to be paid or withheld shall be an expense of, and borne solely by, Licensor. The Company will use commercially reasonable efforts to secure and send to Licensor proof of any such taxes, duties or other levies withheld and paid by the Company for the benefit of Licensor, and cooperate, at Licensor’s expense, with any reasonable request to help ensure that amounts withheld and/or paid are reduced and/or recovered to the extent permitted by the relevant jurisdiction. If any currency conversion shall be required in connection with the payment of royalties hereunder, such conversion shall be made by using the exchange rate prevailing at Citibank, N.A. in New York, New York on the last business day of the calendar quarterly reporting period to which such royalty payments relate. In each country where the local currency is blocked and cannot be removed from the country under such country’s applicable law, royalties accrued with respect to that country shall be paid to Licensor in such country in local currency by deposit in a local bank designated by Licensor, unless the parties otherwise agree. Notwithstanding the foregoing, until such time as Licensor instructs the Company otherwise (such instruction to be in writing), the Company shall remit payments due to Licensor under this Agreement pursuant to the letter of instruction attached hereto as Exhibit 6.5.