Common use of Tax Cooperation Clause in Contracts

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party to the receiving Party under this Agreement (“Withholding Taxes”). If Withholding Taxes are imposed on any payment under this Agreement, the liability for such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for the paying Party to not withhold Withholding Taxes or to withhold Withholding Taxes at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of Withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) and (i) a credit against, relief or remission for, or repayment of any Tax (“Tax Credit”) is attributable to that Tax Payment and (ii) the receiving Party determines in good faith that it has obtained and utilised that Tax Credit on an affiliated group basis, the receiving Party shall pay to the paying Party an amount equal to such Tax Credit, net of all out-of-pocket expenses (including Taxes) of such receiving Party and without interest (other than interest paid by the relevant taxing authority with respect to such Tax Credit). Notwithstanding anything else in this Section 16.5(d), in no event will the receiving Party be required to pay any amount to paying Party pursuant to this Section 16.5(d) the payment of which would place the receiving Party in a less favorable net after-Tax position than the receiving Party would have been in if the Tax giving rise to such Tax Credit had not been deducted, withheld or otherwise imposed and the applicable Tax Payment had never been paid. This paragraph shall not be construed to require the receiving Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the paying Party or any other Person. The receiving Party shall use its commercially reasonable efforts to obtain and utilise that Tax Credit on an affiliated group basis.

Tax Cooperation. The Without limiting Section 8.9(b) and 8.9(c), the Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid reduce or reduce, to the extent permitted by Applicable Laws, eliminate Tax withholding Withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party Advaccine to the receiving Party Inovio under this Agreement (“Withholding Taxes”including pursuant to Sections 8.1, 8.2, 8.3 and 8.4). If Withholding Taxes are imposed on To the extent Advaccine is required to make any Tax Withholdings for any payment under this Agreementto Inovio, Advaccine shall pay the liability for amounts of such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes taxes to the proper taxing authority, Governmental Authority in a timely manner and (iii) send proof of payment promptly transmit to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the Inovio an official tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification certificate or other reporting requirements evidence of such withholding sufficient to enable Inovio to claim such payment of taxes from any applicable Government Authority. Inovio shall provide Advaccine any tax forms or other similar documentation that may be reasonably necessary in order for the paying Party Advaccine not to not withhold Withholding Taxes make any Tax Withholdings or to withhold Withholding Taxes make Tax Withholdings at a reduced rate under an applicable bilateral income tax treaty, and shall update such forms and documentation from time to time as necessary to reflect changes in facts. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable applicable Laws, of Withholding Taxes Tax Withholdings, VAT or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding tax or VAT. Specifically, in the cost event that any tax has been withheld upon a payment made under this Agreement or has otherwise been remitted to a Governmental Authority, if requested by either Party, and if, and for so long as, the Parties acting in good faith mutually agree that there is a reasonable prospect of successfully obtaining a refund of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”)tax, then the paying other Party shall, at the requesting Party’s sole cost and expense, seek a refund of such tax from the proper Governmental Authority. In the event that any taxes withheld or reimbursed by Advaccine under Section 8.9(a) are subsequently refunded to Advaccine by the appropriate Governmental Authority, Advaccine shall be solely responsible for pay over the amount of such Incremental Withholding refund, less any cash Taxes and shall increase the amounts payable attributable to the receiving Party so that receipt thereof and any reasonable expenses incurred by Advaccine in obtaining such refund. Advaccine agrees to reasonably cooperate with Inovio and its Affiliates in the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) and (i) a credit against, relief or remission for, or repayment of any Tax (“Tax Credit”) is attributable to that Tax Payment and (ii) the receiving Party determines in good faith that it has obtained and utilised that Tax Credit on an affiliated group basis, the receiving Party shall pay to the paying Party an amount equal to such Tax Credit, net of all out-of-pocket expenses (including Taxes) pursuit of such receiving Party and without interest tax refund (other than interest paid including, if required by applicable Laws or by the relevant taxing authority applicable Governmental Authority, permitting Inovio to seek such tax refund in Advaccine’s name and participating in any application or appeal that requires that Advaccine be the party applying for such tax refund, solely with respect Advaccine’s prior written consent); provided that, Inovio agrees to assume responsibility for direct payment of lawyers’ and other advisors’ fees and any other costs associated with seeking such Tax Credit)refund. Notwithstanding anything else contained in this Section 16.5(d)the Agreement to the contrary, in no the event will the receiving Party be required that Inovio is unable to pay utilize any amount portion of a Tax Withholding as tax credit to paying Party pursuant to this Section 16.5(d) the payment of which would place the receiving Party in a less favorable net after-Tax position than the receiving Party would have been in if the Tax giving rise to such Tax Credit had not been deducted, withheld or otherwise imposed and effectively lower its income tax for the applicable tax year during which the applicable payment is received, Advaccine shall reimburse Inovio for any such portion thereof within forty-five (45) days after receipt of an invoice from Inovio (and shall gross-up Inovio for any Tax Payment had never been paid. This paragraph shall not be construed to require the receiving Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the paying Party or any other Person. The receiving Party shall use its commercially reasonable efforts to obtain and utilise that Tax Credit Withholding on an affiliated group basissuch payment).

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another in accordance with Applicable Law and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, minimize Tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying each Party to the receiving other Party under this Agreement Agreement. Except as set forth under Section 8.12.5 (VAT Credits), to the extent either Party (the “Withholding TaxesPaying Party”). If Withholding ) is required to deduct and withhold Taxes are imposed on any payment under this Agreementto the other Party (the “Recipient”), the liability for such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Paying Party shall (i) may deduct any withholding tax required to pay or withhold such Withholding Taxes on behalf of BioCryst from the payment made payments pursuant to this Agreement as long as Paying Party will (a) pay the receiving Party, (ii) timely pay amount of such Withholding Taxes to the proper taxing authorityGovernmental Authority in a timely manner, and (iiib) send proof of payment promptly transmit to the receiving Recipient an official tax certificate or other evidence of such payment sufficient to enable the Recipient to claim such payment of Taxes on the Recipient’s applicable tax returns. To the extent practicable, the Paying Party within thirty (30) days following such payment. If and will provide the Recipient with advance notice prior to withholding any Taxes from payments payable to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes Recipient and will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Recipient with a commercially reasonable period of time to claim an exemption or reduction in otherwise applicable Taxes. The Recipient will provide the Paying Party with) any certification, identification or other reporting requirements tax forms that may be reasonably necessary in order for the paying Paying Party to not withhold Withholding Taxes Tax or to withhold Withholding Taxes Tax at a reduced rate under an applicable bilateral income tax treaty, to the extent the Paying Party is legally able to do so. The Recipient will use reasonable efforts to provide any such tax forms to the Paying Party in advance of the due date. Each Party shall will provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable LawsLaw, of Withholding withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Paying Party if the Paying Party is the Party bearing the cost of such Withholding Taxes withholding Tax under this Section 16.5(d) 8.12 (Tax CooperationTaxes). Notwithstanding In addition, the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment Parties will cooperate in accordance with Applicable Law to minimize indirect Taxes (such as VAT, sales tax, consumption tax, and other similar Taxes) in connection with this Agreement. In the sentence above (gross-up) (“Tax Payment”) and (i) a credit against, relief or remission for, or repayment event of any Tax inconsistency between this Section 8.12 (“Tax Credit”) is attributable to that Tax Payment and (ii) the receiving Party determines in good faith that it has obtained and utilised that Tax Credit on an affiliated group basis, the receiving Party shall pay to the paying Party an amount equal to such Tax Credit, net of all out-of-pocket expenses (including Taxes) and Section 8.12.5 (VAT Credits), Section 8.12.5 (VAT Credits) will take precedence. For the avoidance of such receiving Party and without interest (other than interest paid doubt, any payments delayed by the relevant taxing authority with respect to such Tax Credit). Notwithstanding anything else in this Section 16.5(d), in no event will the receiving Party be required to pay any amount to paying Party pursuant to this Section 16.5(d) the payment of which would place the receiving Paying Party in a less favorable net after-Tax position than order to allow the receiving Party would have been Recipient to claim an exemption or reduction in if the Tax giving rise to such Tax Credit had not been deducted, withheld or otherwise imposed and the applicable Tax Payment had never been paid. This paragraph shall Taxes will not be construed subject to require the receiving Party to make available its Tax returns Section 8.10 (or any other information relating to its Taxes that it deems confidential) to the paying Party or any other Person. The receiving Party shall use its commercially reasonable efforts to obtain and utilise that Tax Credit on an affiliated group basisLate Payments).

Tax Cooperation. The Parties agree to use commercially reasonable efforts to shall cooperate with one another and use commercially reasonable efforts to avoid reduce or reduceeliminate Tax Withholding, to the extent permitted by Applicable LawsVAT, Tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party Cutia to the receiving Party Foamix under this Agreement (“Withholding Taxes”including pursuant to Section 8.1 and Section 8.2). If Withholding Taxes are imposed on To the extent Cutia is required to deduct and withhold taxes from any payment under this Agreement222330578 v11 to Foamix, Cutia shall pay the liability for amounts of such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes taxes to the proper taxing authority, Governmental Authority in a timely manner and (iii) send proof promptly transmit to Foamix an official tax certificate or other evidence of payment such withholding sufficient to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide enable the other Party with) to claim such payment of taxes from any certification, identification or other reporting requirements applicable Government Authority. Foamix shall use Commercially Reasonable Efforts to provide Cutia any tax forms that may be reasonably necessary in order for the paying Party Cutia not to not withhold Withholding Taxes tax or to withhold Withholding Taxes tax at a reduced rate under an applicable bilateral income tax treatytreaty to the extent Foamix is able to do so. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable LawsLaw, of Withholding Taxes withholding taxes, VAT or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding tax or VAT. Specifically, in the cost event that any tax has been withheld upon a payment made under this Agreement and been remitted by Cutia to a Governmental Authority, if requested by Cutia and if, and for so long as, the Parties acting in good faith mutually agree that there is a reasonable prospect of successfully obtaining a refund of such Withholding Taxes under this Section 16.5(d) tax, then Cutia may, at its sole cost and expense, seek a refund of such tax from the proper Governmental Authority. Foamix shall reasonably cooperate with Cutia in the pursuit of such tax refund (Tax Cooperation). Notwithstanding the foregoingincluding, if as a result of any assignment required by Law or sublicense by the paying Partyapplicable Governmental Authority, permitting Cutia to seek such tax refund in Foamix’s name and participating in any change in application or appeal that requires that Foamix be the paying Partyparty applying for such tax refund, solely with Foamix’s tax residencyprior written consent); provided that, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) and (i) a credit againstCutia shall assume responsibility for direct payment of lawyers’ and other advisors’ fees and any other costs associated with seeking such refund, relief or remission for, or repayment of any Tax (“Tax Credit”) is attributable to that Tax Payment and and (ii) the receiving Party determines in good faith that it has obtained and utilised that Tax Credit on an affiliated group basis, the receiving Party shall pay to the paying Party an amount equal to extent that Foamix is ever the party making such Tax Creditpayment, net Cutia agrees that forthwith upon presentation by Foamix of all out-of-pocket the applicable invoice(s), Cutia shall refund Foamix’s reasonable expenses (including Taxes) in cooperating in the pursuit of such receiving Party and without interest (other than interest paid by the relevant taxing authority with respect to such Tax Credit). Notwithstanding anything else in this Section 16.5(d), in no event will the receiving Party be required to pay any amount to paying Party pursuant to this Section 16.5(d) the payment of which would place the receiving Party in a less favorable net after-Tax position than the receiving Party would have been in if the Tax giving rise to such Tax Credit had not been deducted, withheld or otherwise imposed and the applicable Tax Payment had never been paid. This paragraph shall not be construed to require the receiving Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the paying Party or any other Person. The receiving Party shall use its commercially reasonable efforts to obtain and utilise that Tax Credit on an affiliated group basistax refund.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another in accordance with Applicable Law and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, minimize Tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying each Party to the receiving other Party under this Agreement Agreement. To the extent either Party (the “Withholding TaxesPaying Party”). If Withholding ) is required to deduct and withhold Taxes are imposed on any payment under this Agreementto the other Party (the “Recipient”), the liability for Paying Party will (a) pay the amount of such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authorityGovernmental Authority in a timely manner, and (iiib) send proof of payment promptly transmit to the receiving Recipient an official tax certificate or other evidence of such payment sufficient to enable the Recipient to claim such payment of Taxes on the Recipient’s applicable tax returns. The Paying Party within thirty (30) days following such payment. If and will provide the Recipient with advance notice prior to withholding any Taxes from payments payable to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes Recipient and will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Recipient with a commercially reasonable period of time to claim an exemption or reduction in otherwise applicable Taxes. The Recipient will provide the Paying Party with) any certification, identification or other reporting requirements tax forms that may be reasonably necessary in order for the paying Paying Party to not withhold Withholding Taxes Tax or to withhold Withholding Taxes Tax at a reduced rate under an applicable bilateral income tax treaty, to the extent the Paying Party is legally able to do so. The Recipient will use reasonable efforts to provide any such tax forms to the Paying Party in advance of the due date. Each Party shall will provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable LawsLaw, of Withholding withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Paying Party if the Paying Party is the Party bearing the cost of such Withholding Taxes withholding Tax under this Section 16.5(d) 10.12 (Tax CooperationTaxes). Notwithstanding In addition, the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment Parties will cooperate in accordance with Applicable Law to minimize indirect Taxes (such as VAT, sales tax, consumption tax, and other similar Taxes) in connection with this Agreement. In the sentence above (gross-up) (“Tax Payment”) and (i) a credit against, relief or remission for, or repayment event of any Tax inconsistency between this Section 10.12 (“Tax Credit”) is attributable to that Tax Payment and (ii) the receiving Party determines in good faith that it has obtained and utilised that Tax Credit on an affiliated group basis, the receiving Party shall pay to the paying Party an amount equal to such Tax Credit, net of all out-of-pocket expenses (including Taxes) of such receiving Party and without interest Section 10.13 (other than interest paid by the relevant taxing authority with respect to such Tax Credit). Notwithstanding anything else in this Section 16.5(dVAT Credits), in no event Section 10.13 (VAT Credits) will the receiving Party be required to pay any amount to paying Party pursuant to this Section 16.5(d) the payment of which would place the receiving Party in a less favorable net after-Tax position than the receiving Party would have been in if the Tax giving rise to such Tax Credit had not been deducted, withheld or otherwise imposed and the applicable Tax Payment had never been paid. This paragraph shall not be construed to require the receiving Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the paying Party or any other Person. The receiving Party shall use its commercially reasonable efforts to obtain and utilise that Tax Credit on an affiliated group basistake precedence.

Tax Cooperation. The Without limiting Section 8.9(b), the Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid reduce or reduce, to the extent permitted by Applicable Laws, eliminate Tax withholding Withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party Terns to the receiving Party Genfit under this Agreement (“Withholding Taxes”including pursuant to Sections 8.1, 8.2, 8.3, and 8.4). If Withholding Taxes are imposed on To the extent Terns is required to make any Tax Withholdings for any payment under this Agreementto Genfit, Terns shall pay the liability for amounts of such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes taxes to the proper taxing authority, Governmental Authority in a timely manner and (iii) send proof of payment promptly transmit to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the Genfit an official tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification certificate or other reporting requirements evidence of such withholding sufficient to enable Genfit to claim such payment of taxes from any applicable Government Authority. Genfit shall provide Terns any tax forms or other similar documentation that may be reasonably necessary in order for the paying Party Terns not to not withhold Withholding Taxes make any Tax Withholdings or to withhold Withholding Taxes make Tax Withholdings at a reduced rate under an applicable bilateral income tax treaty, and shall update such forms and documentation from time to time as necessary to reflect changes in facts. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable applicable Laws, of Withholding Taxes Tax Withholdings, VAT or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding tax or VAT. Specifically, in the cost event that any tax has been withheld upon a payment made under this Agreement or has otherwise been remitted to a Governmental Authority, if requested by Terns and if, and for so long as, the Parties acting in good faith mutually agree that there is a reasonable prospect of successfully obtaining a refund of such Withholding Taxes tax, then Genfit shall, at Terns’ sole cost and expense, seek a refund of such tax from the proper Governmental Authority. In the event that any taxes withheld or reimbursed by Terns under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense 8.9 are subsequently refunded to Genfit by the paying Partyappropriate Governmental Authority, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party Genfit shall be solely responsible for pay over the amount of such Incremental Withholding refund, less any cash Taxes and shall increase the amounts payable attributable to the receiving Party so that receipt thereof and any reasonable expenses incurred by Genfit in obtaining such refund. Genfit agrees to reasonably cooperate with Terns and its Affiliates in the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) and (i) a credit against, relief or remission for, or repayment of any Tax (“Tax Credit”) is attributable to that Tax Payment and (ii) the receiving Party determines in good faith that it has obtained and utilised that Tax Credit on an affiliated group basis, the receiving Party shall pay to the paying Party an amount equal to such Tax Credit, net of all out-of-pocket expenses (including Taxes) pursuit of such receiving Party and without interest tax refund (other than interest paid including, if required by applicable Laws or by the relevant taxing authority applicable Governmental Authority, permitting Terns to seek such tax refund in Genfit’s name and participating in any application or appeal that requires that Genfit be the party applying for such tax refund, solely with respect Genfit’s prior written consent); provided that, Terns agrees to such Tax Credit). Notwithstanding anything else in this Section 16.5(d), in no event will the receiving Party be required to pay any amount to paying Party pursuant to this Section 16.5(d) the assume responsibility for direct payment of which would place the receiving Party in a less favorable net after-Tax position than the receiving Party would have been in if the Tax giving rise to such Tax Credit had not been deducted, withheld or otherwise imposed lawyers’ and the applicable Tax Payment had never been paid. This paragraph shall not be construed to require the receiving Party to make available its Tax returns (or other advisors’ fees and any other information relating to its Taxes that it deems confidential) to the paying Party or any other Person. The receiving Party shall use its commercially reasonable efforts to obtain and utilise that Tax Credit on an affiliated group basiscosts associated with seeking such refund.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax reduce tax withholding or similar obligations in respect of royalties, milestone payments, royalties and other payments made by the paying a Party to the receiving other Party under this Agreement (“Withholding Taxes”)Agreement. If Withholding Taxes are imposed To the extent such paying Party is required to deduct and withhold taxes on any payment under this Agreementto the other Party, such paying Party shall pay the liability for amounts of such Withholding Taxes shall be taxes to the sole responsibility of the receiving Partyproper Governmental Authority in a timely manner, and the paying sum payable to such other Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and be increased to the extent the paying Party failed necessary to retain Withholding Taxes (e.g. because the Parties assumed ensure that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the such other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for the paying Party to not withhold Withholding Taxes or to withhold Withholding Taxes at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of Withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxeswithholding tax. If a Party makes a payment in accordance with Notwithstanding the sentence above (gross-up) (“Tax Payment”) and (i) a credit againstforegoing, relief or remission for, or repayment of any Tax (“Tax Credit”) is attributable to that Tax Payment and (ii) the receiving Party determines in good faith that it has obtained and utilised that Tax Credit on an affiliated group basis, the receiving Party shall pay to if the paying Party an amount equal is obliged to pay withholding taxes and the other Party reasonably foresees that it will be able to utilize as a tax credit any amounts withheld or deducted by such Tax Creditpaying Party, net of all out-of-pocket expenses (including Taxes) of such receiving other Party and without interest (other than interest paid by the relevant taxing authority shall immediately so notify and, upon such notice, with respect to the amount in question, such Tax Credit). Notwithstanding anything else in this Section 16.5(d), in no event will the receiving Party be required to pay any amount to paying Party will be released from the obligation to increase the amount pursuant to this Section 16.5(d) 5.6. Such other Party shall provide such paying Party any tax forms that may be reasonably necessary in order for such paying Party to not withhold tax or to withhold tax at a reduced rate under an applicable bilateral income tax treaty, to the payment of which would place the receiving extent legally able to do so. Such other Party shall use reasonable efforts to provide any such tax forms to such paying Party in a less favorable net after-Tax position than advance of the receiving due date. Each Party would have been shall provide the other with reasonable assistance (i) to enable the recovery, as permitted by Law, of withholding taxes or similar obligations resulting from payments made under this Agreement and (ii) in if the Tax giving rise to such Tax Credit had not been deducted, withheld or otherwise imposed and the applicable Tax Payment had never been paid. This paragraph shall not be construed to require the receiving Party to make available its Tax returns (or connection with any other information audit by any tax authority relating to its Taxes that it deems confidential) to this Agreement. In the event the paying Party or increased the amount of its payment to the other Party to account for any withholding tax, and such other Person. The receiving Party later utilizes any such amount withheld by such paying Party to achieve any tax saving for the benefit of such other Party in the form of a tax deduction, such other Party shall use notify such paying Party in writing of the amount of such tax saving and such paying Party shall have the right to credit such amount of tax saving against its commercially reasonable efforts future payment obligations to obtain and utilise that Tax Credit on an affiliated group basissuch other Party.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax reduce tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying a Party to the receiving other Party under this Agreement (“Withholding Taxes”)Agreement. If Withholding Taxes are imposed To the extent such paying Party is required to deduct and withhold taxes on any payment under this Agreementto the other Party, such paying Party shall pay the liability for amounts of such Withholding Taxes shall be taxes to the sole responsibility of the receiving Partyproper Governmental Authority in a timely manner, and the paying sum payable to such other Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and be increased to the extent the paying Party failed necessary to retain Withholding Taxes (e.g. because the Parties assumed ensure that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the such other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for the paying Party to not withhold Withholding Taxes or to withhold Withholding Taxes at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of Withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxeswithholding tax. If a Party makes a payment in accordance with Notwithstanding the sentence above (gross-up) (“Tax Payment”) and (i) a credit againstforegoing, relief or remission for, or repayment of any Tax (“Tax Credit”) is attributable to that Tax Payment and (ii) the receiving Party determines in good faith that it has obtained and utilised that Tax Credit on an affiliated group basis, the receiving Party shall pay to if the paying Party an amount equal is obliged to pay withholding taxes and the other Party reasonably foresees that it will be able to utilize as a tax credit any amounts withheld or deducted by such Tax Creditpaying Party, net of all out-of-pocket expenses (including Taxes) of such receiving other Party and without interest (other than interest paid by the relevant taxing authority shall immediately so notify and, upon such notice, with respect to the amount in question, such Tax Credit). Notwithstanding anything else in this Section 16.5(d), in no event will the receiving Party be required to pay any amount to paying Party will be released from the obligation to increase the amount pursuant to this Section 16.5(d) 11.11. Such other Party shall provide such paying Party any tax forms that may be reasonably necessary in order for such paying Party to not withhold tax or to withhold tax at a reduced rate under an applicable bilateral income tax treaty, to the payment of which would place the receiving extent legally able to do so. Such other Party shall use reasonable efforts to provide any such tax forms to such paying Party in a less favorable net after-Tax position than advance of the receiving due date. Each Party would have been shall provide the other with reasonable assistance (i) to enable the recovery, as permitted by Law, of withholding taxes or similar obligations resulting from payments made under this Agreement and (ii) in if the Tax giving rise to such Tax Credit had not been deducted, withheld or otherwise imposed and the applicable Tax Payment had never been paid. This paragraph shall not be construed to require the receiving Party to make available its Tax returns (or connection with any other information audit by any tax authority relating to its Taxes that it deems confidential) to this Agreement. In the event the paying Party or increased the amount of its payment to the other Party to account for any withholding tax, and such other Person. The receiving Party later utilizes any such amount withheld by such paying Party to achieve any tax saving for the benefit of such other Party in the form of a tax deduction, such other Party shall use notify such paying Party in writing of the amount of such tax saving and such paying Party shall have the right to credit such amount of tax saving against its commercially reasonable efforts future payment obligations to obtain such other Party. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and utilise that Tax Credit on an affiliated group basis(ii) would likely cause competitive harm if publicly disclosed.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid reduce or reduce, to the extent permitted by Applicable Laws, eliminate Tax withholding Withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party Apollomics to the receiving Party GlycoMimetics under this Agreement (“Withholding Taxes”including pursuant to Sections 8.1, 8.2, 8.3, 8.4 and 8.6). If Withholding Taxes are imposed on To the extent Apollomics is required to deduct and withhold taxes from any payment under this Agreementto GlycoMimetics, Apollomics shall pay the liability for amounts of such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes taxes to the proper taxing authority, Governmental Authority in a timely manner and (iii) send proof promptly transmit to GlycoMimetics an official tax certificate or other evidence of payment such withholding sufficient to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide enable the other Party with) to claim such payment of taxes from any certification, identification or other reporting requirements applicable Government Authority. GlycoMimetics shall provide Apollomics any tax forms that may be reasonably necessary in order for the paying Party Apollomics not to not withhold Withholding Taxes tax or to withhold Withholding Taxes tax at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable LawsLaw, of Withholding Taxes withholding taxes, VAT or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding tax or VAT. Specifically, in the cost event that any tax has been withheld upon a payment made under this Agreement and been remitted by Apollomics to a Governmental Authority if requested by Apollomics and if, and for so long as, the Parties acting in good faith mutually agree that there is a reasonable prospect of successfully obtaining a refund of such Withholding Taxes under this Section 16.5(d) tax, then Apollomics may, at its sole cost and expense, seek a refund of such tax from the proper Governmental Authority. GlycoMimetics agrees to reasonably cooperate with Apollomics in the pursuit of such tax refund (Tax Cooperation). Notwithstanding the foregoingincluding, if as a result of any assignment required by Applicable Law or sublicense by the paying Partyapplicable Governmental Authority, permitting Apollomics to seek such tax refund in GlycoMimetics’ name and participating in any change in application or appeal that requires that GlycoMimetics be the paying Party’s party applying for such tax residencyrefund,); provided that, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) and (i) a credit againstApollomics agrees to assume responsibility for direct payment of lawyers’ and other advisors’ fees and any other costs associated with seeking such refund, relief or remission for, or repayment of any Tax (“Tax Credit”) is attributable to that Tax Payment and and (ii) the receiving Party determines in good faith that it has obtained and utilised that Tax Credit on an affiliated group basis, the receiving Party shall pay to the paying Party an amount equal to extent that GlycoMimetics is ever the party making such Tax Creditpayment, net Apollomics agrees that forthwith upon presentation by GlycoMimetics of all out-of-pocket the applicable invoice(s), Apollomics shall refund GlycoMimetics’ reasonable expenses (including Taxes) in cooperating in the pursuit of such receiving Party and without interest (other than interest paid by the relevant taxing authority with respect to such Tax Credit). Notwithstanding anything else in this Section 16.5(d), in no event will the receiving Party be required to pay any amount to paying Party pursuant to this Section 16.5(d) the payment of which would place the receiving Party in a less favorable net after-Tax position than the receiving Party would have been in if the Tax giving rise to such Tax Credit had not been deducted, withheld or otherwise imposed and the applicable Tax Payment had never been paid. This paragraph shall not be construed to require the receiving Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the paying Party or any other Person. The receiving Party shall use its commercially reasonable efforts to obtain and utilise that Tax Credit on an affiliated group basistax refund.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax withholding or and/or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party Sinovant to the receiving Party Angion under this Agreement (“Withholding Taxes”)Agreement. If Withholding withholding Taxes are imposed on any payment under this Agreementsuch payment, the liability for such Withholding Taxes shall be the sole responsibility of the receiving PartySinovant, and the paying Party Sinovant shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving PartyAngion, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party Angion within thirty [****] (30[****]) days following such payment. If , and (iv) increase amounts payable hereunder as necessary so that after such withholding or deduction has been made (including such deductions and withholdings applicable to additional sums payable under this Section 8.8 (Tax Cooperation) Angion receives an amount equal to the sum it would have received had no such withholding or deduction been made, provided, however, (x) no such additional amounts shall be required to be paid with respect to any Incremental Withholding Tax, and (y) Angion shall be required to repay or refund to Sinovant, without interest, any such increased amounts payable pursuant to the foregoing subclause (iv) to the extent any credit or deduction for U.S. federal income tax purposes attributable to such increased amounts results in an actual reduction in tax liability of Angion (or any Affiliate thereof) under Applicable Laws (calculated on a “with and without” basis as determined by Angion) in the paying Party failed Calendar Year in which such increased amounts are paid; provided however that nothing herein shall be construed to retain Withholding Taxes require Angion (e.g. because the Parties assumed or any Affiliate thereof) to make its Tax returns (or any other information relating to its taxes that Withholding Taxes will not be imposedit deems confidential) available to Sinovant or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authoritiesother Person. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for the paying Party Sinovant to not withhold Withholding Taxes Tax or to withhold Withholding Taxes Tax at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of Withholding withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of Angion as the Party bearing the cost of such Withholding Taxes withholding Tax under this Section 16.5(d8.8(b) (Tax Cooperation). Notwithstanding the foregoingIf (1) Sinovant (A) had a duty to deduct, if withhold and pay over any tax to any governmental authority in connection with any payment it made to Angion under this Agreement but (B) failed to so deduct, withhold and timely pay over all or any portion of such tax, and (2) such tax or portion thereof is assessed against [****] = [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Angion, then Sinovant will indemnify and hold harmless Angion from and against any penalties imposed and reasonable costs incurred as a result of any assignment or sublicense by the paying Partythereof; provided, any change in the paying Party’s tax residencyhowever, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws (x) no such indemnification shall be due from Sinovant with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“any Incremental Withholding Taxes”)Tax, then the paying Party and (y) Angion shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) and (i) a credit against, relief or remission for, or repayment of any Tax (“Tax Credit”) is attributable to that Tax Payment and (ii) the receiving Party determines in good faith that it has obtained and utilised that Tax Credit on an affiliated group basis, the receiving Party shall pay to the paying Party an amount equal to such Tax Credit, net of all out-of-pocket expenses (including Taxes) of such receiving Party and without interest (other than interest paid by the relevant taxing authority with respect to such Tax Credit). Notwithstanding anything else in this Section 16.5(d), in no event will the receiving Party be required to pay repay or refund to Sinovant, without interest, any amount to paying Party such increased amounts payable pursuant to this Section 16.5(dthe foregoing subclause (iv) to the payment of which would place the receiving Party in a less favorable net after-Tax position than the receiving Party would have been in if the Tax giving rise extent any credit or deduction for U.S. federal income tax purposes attributable to such Tax Credit had not been deducted, withheld increased amounts results in an actual reduction in tax liability of Angion (or otherwise imposed any Affiliate thereof) under Applicable Laws (calculated on a “with and without” basis as determined by Angion) in the applicable Tax Payment had never been Calendar Year in which such increased amounts are paid. This paragraph ; provided however that nothing herein shall not be construed to require the receiving Party Angion (or any Affiliate thereof) to make available its Tax returns (or any other information relating to its Taxes taxes that it deems confidential) available to the paying Party Sinovant or any other Person. The receiving Party shall use its commercially reasonable efforts to obtain and utilise that Tax Credit on an affiliated group basis.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another in accordance with Applicable Law and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, minimize Tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying each Party to the receiving other Party under this Agreement Agreement. To the extent either Party (the “Withholding TaxesPaying Party”). If Withholding ) is required to deduct and withhold Taxes are imposed on any payment under this Agreementto the other Party (the “Recipient”), the liability for Paying Party will (a) pay the amount of such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authorityGovernmental Authority in a timely manner, and (iiib) send proof of payment promptly transmit to the receiving Recipient an official tax certificate or other evidence of such payment sufficient to enable the Recipient to claim such payment of Taxes on the Recipient’s applicable tax returns. The Paying Party within thirty (30) days following such payment. If will provide the Recipient with advance notice prior to withholding any Taxes from payments payable to the Recipient and will, to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or practicable, provide the other Recipient with a commercially reasonable period of time to claim an exemption or reduction in otherwise applicable Taxes. The Recipient will provide the Paying Party with) any certification, identification or other reporting requirements tax forms that may be reasonably necessary in order for the paying Paying Party to not withhold Withholding Taxes Tax or to withhold Withholding Taxes Tax at a reduced rate under an applicable bilateral income tax treaty, to the extent the Paying Party is legally able to do so. The Recipient will use reasonable efforts to provide any such tax forms to the Paying Party in advance of the due date. Each Party shall will provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable LawsLaw, of Withholding withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Paying Party if the Paying Party is the Party bearing the cost of such Withholding Taxes withholding Tax under this Section 16.5(d) 10.12 (Tax CooperationTaxes). Notwithstanding In addition, the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment Parties will cooperate in accordance with Applicable Law to minimize indirect Taxes (such as VAT, sales tax, consumption tax, and other similar Taxes) in connection with this Agreement. In the sentence above (gross-up) (“Tax Payment”) and (i) a credit against, relief or remission for, or repayment event of any Tax inconsistency between this Section 10.12 (“Tax Credit”) is attributable to that Tax Payment and (ii) the receiving Party determines in good faith that it has obtained and utilised that Tax Credit on an affiliated group basis, the receiving Party shall pay to the paying Party an amount equal to such Tax Credit, net of all out-of-pocket expenses (including Taxes) of such receiving Party and without interest Section 10.13 (other than interest paid by the relevant taxing authority with respect to such Tax Credit). Notwithstanding anything else in this Section 16.5(dVAT Credits), in no event Section 10.13 (VAT Credits) will the receiving Party be required to pay any amount to paying Party pursuant to this Section 16.5(d) the payment of which would place the receiving Party in a less favorable net after-Tax position than the receiving Party would have been in if the Tax giving rise to such Tax Credit had not been deducted, withheld or otherwise imposed and the applicable Tax Payment had never been paid. This paragraph shall not be construed to require the receiving Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the paying Party or any other Person. The receiving Party shall use its commercially reasonable efforts to obtain and utilise that Tax Credit on an affiliated group basistake precedence.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party Roivant to the receiving Party TheraVida under this Agreement (“Withholding Taxes”)Agreement. If Withholding Taxes withholding taxes are imposed on any payment under this Agreementsuch payment, the liability for such Withholding Taxes taxes shall be the sole responsibility of the receiving PartyTheraVida, and the paying Party Roivant shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving PartyTheraVida, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party TheraVida within thirty (30) days [***] following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for the paying Party Roivant to not withhold Withholding Taxes Tax or to withhold Withholding Taxes Tax at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. recovery, as permitted by Applicable Laws, of Withholding withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of TheraVida as the Party bearing the cost of such Withholding Taxes withholding Tax under this Section 16.5(d8.9(b) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying PartyRoivant, any change in the paying PartyRoivant’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party Roivant to comply with Applicable Laws with respect to Withholding withholding Taxes (including filing or record retention requirements), Withholding withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party Roivant shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party TheraVida so that the receiving Party TheraVida receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If , except to the extent that such Incremental Withholding Taxes would not have been imposed but for the failure of TheraVida to comply with any certification, identification or other reporting requirements if such compliance is required or imposed by Applicable Law as a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) and (i) a credit against, relief or remission forprecondition to an exemption from, or repayment of any Tax (“Tax Credit”) is attributable to that Tax Payment and (ii) the receiving Party determines in good faith that it has obtained and utilised that Tax Credit on an affiliated group basisreduction in, the receiving Party shall pay to the paying Party an amount equal to such Tax Credit, net of all out-of-pocket expenses (including Incremental Withholding Taxes) of such receiving Party and without interest (other than interest paid by the relevant taxing authority with respect to such Tax Credit). Notwithstanding anything else in this Section 16.5(d), in no event will the receiving Party be required to pay any amount to paying Party pursuant to this Section 16.5(d) the payment of which would place the receiving Party in a less favorable net after-Tax position than the receiving Party would have been in if the Tax giving rise to such Tax Credit had not been deducted, withheld or otherwise imposed and the applicable Tax Payment had never been paid. This paragraph shall not be construed to require the receiving Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the paying Party or any other Person. The receiving Party shall use its commercially reasonable efforts to obtain and utilise that Tax Credit on an affiliated group basis.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party Roivant to the receiving Party TheraVida under this Agreement (“Withholding Taxes”)Agreement. If Withholding Taxes withholding taxes are imposed on any payment under this Agreementsuch payment, the liability for such Withholding Taxes taxes shall be the sole responsibility of the receiving PartyTheraVida, and the paying Party Roivant shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving PartyTheraVida, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party TheraVida within thirty (30) days [***] following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for the paying Party Roivant to not withhold Withholding Taxes Tax or to withhold Withholding Taxes Tax at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. recovery, as permitted by Applicable Laws, of Withholding withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of TheraVida as the Party bearing the cost of such Withholding Taxes withholding Tax under this Section 16.5(d8.9(b) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying PartyRoivant, any change in the paying PartyRoivant’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party Roivant to comply with Applicable Laws with respect to Withholding withholding Taxes (including filing or record retention requirements), Withholding withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party Roivant shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party TheraVida so that the receiving Party TheraVida receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If , except to the extent that such Incremental Withholding Taxes would not have been imposed but for the failure of TheraVida to comply with any certification, identification or other reporting requirements if such compliance is required or imposed by Applicable Law as a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) and (i) a credit against, relief or remission forprecondition to an exemption from, or repayment of any Tax (“Tax Credit”) is attributable to that Tax Payment and (ii) the receiving Party determines in good faith that it has obtained and utilised that Tax Credit on an affiliated group basisreduction in, the receiving Party shall pay to the paying Party an amount equal to such Tax Credit, net of all out-of-pocket expenses (including Incremental Withholding Taxes) of such receiving Party and without interest (other than interest paid by the relevant taxing authority with respect to such Tax Credit). Notwithstanding anything else in this Section 16.5(d), in no event will the receiving Party be required to pay any amount to paying Party pursuant to this Section 16.5(d) the payment of which would place the receiving Party in a less favorable net after-Tax position than the receiving Party would have been in if the Tax giving rise to such Tax Credit had not been deducted, withheld or otherwise imposed and the applicable Tax Payment had never been paid. This paragraph shall not be construed to require the receiving Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the paying Party or any other Person. The receiving Party shall use its commercially reasonable efforts to obtain and utilise that Tax Credit on an affiliated group basis.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to shall cooperate with one another in accordance with Applicable Law and use commercially reasonable best efforts to avoid or reduce, to the extent permitted by Applicable Laws, minimize Tax withholding or similar obligations in respect of equity investment, royalties, milestone payments, and other payments made by the paying each Party to the receiving other Party under this Agreement Agreement. To the extent either Party (the “Withholding TaxesPaying Party”). If Withholding ) is required to deduct and withhold Taxes are imposed on any payment under this Agreementto the other Party (the “Recipient”), the liability for such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Paying Party shall (ia) deduct or withhold pay the full amount of such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authorityGovernmental Body in a timely manner, and (iiib) send proof of payment promptly transmit to the receiving Recipient an official tax certificate or other evidence of such payment sufficient to enable the Recipient to claim such payment of Taxes on the Recipient’s applicable tax returns. The Paying Party within thirty (30) days following such payment. If and shall provide the Recipient with advance notice prior to withholding any Taxes from payments payable to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party Recipient and shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Recipient with a reasonable period of time to claim an exemption or reduction in otherwise applicable Taxes. The Recipient shall provide the Paying Party with) any certification, identification tax forms or other reporting requirements documents that may be reasonably necessary in order for the paying Paying Party to not withhold Withholding Taxes Tax or to withhold Withholding Taxes Tax at a reduced rate under an applicable bilateral income tax treaty, to the extent the Paying Party is legally able to do so. The Recipient shall promptly provide any such tax forms or other documents to the Paying Party upon the Paying Party’s request. Each Party shall provide the other with commercially reasonable assistance and cooperation to enable the recoveryrecovery or refund, as permitted by Applicable LawsLaw, of Withholding withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery or refund to be for the benefit of the Party bearing the cost of such Withholding Taxes withholding Tax under this Section 16.5(d) 7.8 (Tax CooperationTaxes). Notwithstanding In addition, the foregoing, if Parties shall cooperate in accordance with Applicable Law to minimize indirect Taxes (such as a result VAT) in connection with this Agreement. In the event of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws inconsistency between this Section 7.8 (Taxes) and Section 7.9 (VAT Credits) with respect to Withholding Taxes VAT, Section 7.9 (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party VAT Credits) shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) and (i) a credit against, relief or remission for, or repayment of any Tax (“Tax Credit”) is attributable to that Tax Payment and (ii) the receiving Party determines in good faith that it has obtained and utilised that Tax Credit on an affiliated group basis, the receiving Party shall pay to the paying Party an amount equal to such Tax Credit, net of all out-of-pocket expenses (including Taxes) of such receiving Party and without interest (other than interest paid by the relevant taxing authority with respect to such Tax Credit). Notwithstanding anything else in this Section 16.5(d), in no event will the receiving Party be required to pay any amount to paying Party pursuant to this Section 16.5(d) the payment of which would place the receiving Party in a less favorable net after-Tax position than the receiving Party would have been in if the Tax giving rise to such Tax Credit had not been deducted, withheld or otherwise imposed and the applicable Tax Payment had never been paid. This paragraph shall not be construed to require the receiving Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the paying Party or any other Person. The receiving Party shall use its commercially reasonable efforts to obtain and utilise that Tax Credit on an affiliated group basistake precedence.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax reduce tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party Astellas to the receiving Party Cytokinetics under this Agreement (“Withholding Taxes”)Agreement. If Withholding Taxes are imposed To the extent Astellas is required to deduct and withhold taxes on any payment under this Agreementto Cytokinetics, Astellas shall pay the liability for amounts of such Withholding Taxes shall be taxes to the sole responsibility of the receiving Partyproper Governmental Authority in a timely manner, and the paying Party sum payable to Cytokinetics shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and be increased to the extent the paying Party failed necessary to retain Withholding Taxes (e.g. because the Parties assumed ensure that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for the paying Party to not withhold Withholding Taxes or to withhold Withholding Taxes at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of Withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party Cytokinetics receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxeswithholding tax. If a Party makes a payment in accordance with Notwithstanding the sentence above (gross-up) (“Tax Payment”) and (i) a credit againstforegoing, relief or remission for, or repayment of any Tax (“Tax Credit”) if Astellas is attributable obliged to that Tax Payment and (ii) the receiving Party determines in good faith pay withholding taxes and Cytokinetics reasonably foresees that it has obtained and utilised that Tax Credit on an affiliated group basiswill be able to utilize as a tax credit any amounts withheld or deducted by Astellas, the receiving Party Cytokinetics shall pay to the paying Party an amount equal to immediately so notify and, upon such Tax Creditnotice, net of all out-of-pocket expenses (including Taxes) of such receiving Party and without interest (other than interest paid by the relevant taxing authority with respect to such Tax Credit). Notwithstanding anything else the amount in this Section 16.5(d)question, in no event Astellas will be released from the receiving Party be required obligation to pay any increase the amount to paying Party pursuant to this Section 16.5(d) the payment of which would place the receiving Party 10.10. Cytokinetics shall provide Astellas any tax forms that may be reasonably necessary in order for Astellas to not withhold tax or to withhold tax at a less favorable net after-Tax position than the receiving Party would have been in if the Tax giving rise to such Tax Credit had not been deductedreduced rate under an applicable bilateral income tax treaty, withheld or otherwise imposed and the applicable Tax Payment had never been paid. This paragraph shall not be construed to require the receiving Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the paying Party or any other Personextent legally able to do so. The receiving Party Cytokinetics shall use its commercially reasonable efforts to obtain provide any such tax forms to Astellas in advance of the due date. Each Party shall provide the other with reasonable assistance (i) to enable the recovery, as permitted by Law, of withholding taxes or similar obligations resulting from payments made under this Agreement and utilise that Tax Credit on an affiliated group basis(ii) in connection with any audit by any tax authority [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid reduce or reduceeliminate tax withholding, to the extent permitted by Applicable LawsIndirect Taxes, Tax withholding or similar obligations in respect of royaltiesNet Profit, milestone payments, royalties and other payments made by the paying one Party to the receiving Party other under this Agreement Agreement. Without limiting the generality of the foregoing, to the extent that a Party (or its assignee) (the “Withholding TaxesPaying Party”). If Withholding Taxes are imposed ) is required by Applicable Law to deduct and withhold taxes on any payment due to the other Party (or its assignee) (the “Payee Party”) under this Agreement, the liability for Paying Party shall provide [*] Business Days’ notice of such Withholding Taxes shall be intention to withhold to the sole responsibility of the receiving Payee Party, and the paying Payee Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the Paying Party any tax forms and other Party with) any certification, identification or other reporting requirements information that may be reasonably necessary in order for the paying Party not to not withhold Withholding Taxes tax or to withhold Withholding Taxes tax at a reduced rate under an applicable bilateral income tax treaty. The Payee Party shall provide any such tax forms to the Paying Party at least [*] Business Days prior to the due date for any payment for which the Payee Party desires that the Paying Party apply a reduced withholding rate. All payments payable under this Agreement are exclusive of Indirect Taxes. If any Indirect Taxes are chargeable in respect of any payments made under this Agreement, the Paying Party shall pay such Indirect Taxes at the applicable rate in respect of such payments following receipt, where applicable, of an Indirect Taxes invoice in the appropriate form issued by the Payee Party in respect of those payments. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable LawsLaw, of Withholding Taxes withholding taxes, Indirect Taxes, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation)withholding tax or Indirect Tax. Notwithstanding the foregoingFor clarity, if as a result of any assignment or sublicense by the paying Partysuch withholding taxes, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) and (i) a credit against, relief or remission for, or repayment of any Tax (“Tax Credit”) is attributable to that Tax Payment and (ii) the receiving Party determines in good faith that it has obtained and utilised that Tax Credit on an affiliated group basis, the receiving Party shall pay to the paying Party an amount equal to such Tax Credit, net of all out-of-pocket expenses (including Taxes) of such receiving Party and without interest (other than interest paid by the relevant taxing authority with respect to such Tax Credit). Notwithstanding anything else in this Section 16.5(d), in no event will the receiving Party be required to pay any amount to paying Party pursuant to this Section 16.5(d) the payment of which would place the receiving Party in a less favorable net after-Tax position than the receiving Party would have been in if the Tax giving rise to such Tax Credit had not been deducted, withheld or otherwise imposed and the applicable Tax Payment had never been paid. This paragraph shall not be construed to require the receiving Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the paying Party or any other Person. The receiving Party shall use its commercially reasonable efforts to obtain and utilise that Tax Credit on an affiliated group basis.Indirect

Tax Cooperation. The Parties agree to use commercially reasonable efforts to reasonably cooperate with one another and use commercially reasonable efforts to avoid or reduceefforts, to the extent permitted by Applicable Lawsapplicable Law, Tax to avoid or reduce tax withholding or similar obligations in respect of royaltiesthe milestone payments, milestone royalty payments, and other payments made by one Party (the paying Party “Paying Party”) to the receiving other Party (the “Paid Party”) under this Agreement (“Withholding Taxes”)Agreement. If Withholding Taxes are imposed To the extent that a Paying Party is required by applicable Laws to deduct and withhold taxes on any payment under this Agreementto the other Party, the liability for such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Paying Party shall (i) deduct or withhold pay the amounts of such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes taxes to the proper taxing authority, Government Authority in a timely manner and (iii) send proof of payment promptly transmit to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification an official tax certificate or other reporting requirements evidence of such payment sufficient to enable Eyenovia to claim such payment of taxes. The Paid Party shall provide the Paying Party any tax forms that may be reasonably necessary in order for the paying Paid Party to not withhold Withholding Taxes tax or to withhold Withholding Taxes tax at a reduced rate under an applicable bilateral income tax treatytreaty or other applicable Law, to the extent legally able to do so, and the Paid Party shall use reasonable efforts to provide any such tax forms to the Paying Party reasonably in advance of any applicable due date. Each The Paying Party shall provide the other Paid Party with commercially reasonable assistance to enable the Paid Party’s recovery, refund, or credit, as permitted by Applicable applicable Laws, of Withholding Taxes withholding taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Paid Party. The Paying Party bearing shall have the cost of right to deduct any such Withholding Taxes under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoingtax, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the paymentlevy, or charge actually paid from any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable payment due to the receiving Paid Party. Each Party so that the receiving Party receives a sum equal agrees to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) and (i) a credit against, relief or remission for, or repayment of any Tax (“Tax Credit”) is attributable to that Tax Payment and (ii) the receiving Party determines in good faith that it has obtained and utilised that Tax Credit on an affiliated group basis, the receiving Party shall pay to the paying Party an amount equal to such Tax Credit, net of all out-of-pocket expenses (including Taxes) of such receiving Party and without interest (other than interest paid by the relevant taxing authority with respect to such Tax Credit). Notwithstanding anything else in this Section 16.5(d), in no event will the receiving Party be required to pay any amount to paying Party pursuant to this Section 16.5(d) the payment of which would place the receiving Party in a less favorable net after-Tax position than the receiving Party would have been in if the Tax giving rise to such Tax Credit had not been deducted, withheld or otherwise imposed and the applicable Tax Payment had never been paid. This paragraph shall not be construed to require the receiving Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the paying Party or any other Person. The receiving Party shall use its commercially reasonable efforts to obtain assist the other Party in claiming exemption from such deductions or withholdings under double taxation or similar agreement or treaty from time to time in force and utilise that Tax Credit on an affiliated group basisin minimizing the amount required to be so withheld or deducted.

Tax Cooperation. The Without limiting Sections 8.11(b) and 8.11(c), the Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid reduce or reduce, to the extent permitted by Applicable Laws, eliminate Tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party 3D Medicines to the receiving Party Aravive under this Agreement (“Withholding Taxes”including pursuant to Sections 8.1, 8.2, 8.3, 8.4, 8.5, and 8.6). If Withholding Taxes are imposed on To the extent 3D Medicines is required to make any Tax withholdings for any payment under this Agreementto Aravive, 3D Medicines shall pay the liability for amounts of such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, Governmental Authority in a timely manner and (iii) send proof of payment promptly transmit to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the Aravive an official tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification certificate or other reporting requirements evidence of such withholding sufficient to enable Aravive to claim such payment of taxes from any applicable Government Authority. Aravive shall provide 3D Medicines any tax forms or other similar documentation that may be reasonably necessary in order for the paying Party 3D Medicines not to not withhold Withholding Taxes make any Tax withholdings or to withhold Withholding Taxes make Tax withholdings at a reduced rate under an applicable bilateral income tax treaty, and shall update such forms and documentation from time to time as necessary to reflect changes in facts. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable applicable Laws, of Withholding Taxes Tax withholdings, VAT or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding Tax or VAT. Specifically, in the cost event that any Tax has been withheld upon a payment made under this Agreement or has otherwise been remitted to a Governmental Authority, if requested by one Party and if, and for so long as, the Parties acting in good faith mutually agree that there is a reasonable prospect of successfully obtaining a refund of such Withholding Tax, then the other Party shall, at the first Party’s sole cost and expense, seek a refund of such Tax from the proper Governmental Authority. In the event that any Taxes withheld or reimbursed by one Party under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense 8.11 are subsequently refunded by the paying Partyappropriate Governmental Authority, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying such Party shall be solely responsible for pay over the amount of such Incremental Withholding refund, less any cash Taxes and shall increase the amounts payable attributable to the receiving receipt thereof and any reasonable expenses incurred by such Party so that the receiving in obtaining such refund. Each Party receives a sum equal agrees to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance reasonably cooperate with the sentence above (gross-up) (“Tax Payment”) and (i) a credit against, relief or remission for, or repayment of any Tax (“Tax Credit”) is attributable to that Tax Payment and (ii) other Party and its Affiliates in the receiving Party determines in good faith that it has obtained and utilised that Tax Credit on an affiliated group basis, the receiving Party shall pay to the paying Party an amount equal to such Tax Credit, net of all out-of-pocket expenses (including Taxes) pursuit of such receiving Party and without interest tax refund (other than interest paid including, if required by applicable Laws or by the relevant taxing authority with respect to such Tax Credit). Notwithstanding anything else in this Section 16.5(d), in no event will the receiving Party be required to pay any amount to paying Party pursuant to this Section 16.5(d) the payment of which would place the receiving Party in a less favorable net after-Tax position than the receiving Party would have been in if the Tax giving rise to such Tax Credit had not been deducted, withheld or otherwise imposed and the applicable Tax Payment had never been paid. This paragraph shall not be construed to require the receiving Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the paying Party or any other Person. The receiving Party shall use its commercially reasonable efforts to obtain and utilise that Tax Credit on an affiliated group basis.Governmental Authority,

Tax Cooperation. The Parties agree To the extent any Party is required to use commercially reasonable efforts to cooperate with one another deduct and use commercially reasonable efforts to avoid or reduce, withhold taxes on any payment to the extent permitted by Applicable Lawsother Party, Tax such Party shall pay the amounts of such taxes to the proper Governmental Authority in a timely manner and promptly transmit to the other Party an official tax certificate or other evidence of such withholding or similar obligations in respect sufficient to enable such other Party to claim such payment of royalties, milestone payments, and taxes. The other payments made by Party shall provide the paying Party to the receiving Party under this Agreement (“Withholding Taxes”). If Withholding Taxes are imposed on any payment under this Agreement, the liability for such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements forms that may be reasonably necessary in order for the [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. paying Party not to not withhold Withholding Taxes tax or to withhold Withholding Taxes tax at a reduced rate under an applicable law or bilateral income tax treaty. Notwithstanding anything to the contrary, the paying Party shall determine, at its sole discretion, as to whether any such withholding is required by Applicable Laws. Each Party shall provide the other with commercially reasonable assistance to enable the recoveryrecovery or exemption, as permitted by Applicable applicable Laws, of Withholding Taxes withholding taxes, value added taxes, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation)withholding tax or value added tax. Notwithstanding the foregoingFor clarity, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) and (i) a credit against, relief or remission for, or repayment of any Tax (“Tax Credit”) is attributable to that Tax Payment and (ii) the receiving Party determines in good faith that it has obtained and utilised that Tax Credit on an affiliated group basis, the receiving Party shall pay to the paying Party an amount equal to such Tax Credit, net of all out-of-pocket expenses (including Taxes) of such receiving Party and without interest (other than interest paid by the relevant taxing authority with respect to such Tax Credit). Notwithstanding anything else in this Section 16.5(d), in no event will the receiving Party be required to pay any amount to paying Party pursuant to this Section 16.5(d) the payment of which would place the receiving Party in a less favorable net after-Tax position than the receiving Party would have been in if the Tax giving rise to such Tax Credit had not been deducted, withheld or otherwise imposed and the applicable Tax Payment had never been paid. This paragraph Medivation shall not be construed responsible for any gross-up of withholding tax required to require the receiving Party be deducted from any payments to make available its Tax returns (or any other information relating CureTech related to its Taxes that it deems confidential) to the paying Party or any other Person. The receiving Party shall use its commercially reasonable efforts to obtain and utilise that Tax Credit on an affiliated group basisthis Agreement.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to To the extent permitted by Applicable Laws, Tax withholding or similar obligations in respect of royalties, milestone payments, that the Party making a payment is required to deduct and other payments made by the paying Party to the receiving Party under this Agreement (“Withholding Taxes”). If Withholding withhold Taxes are imposed on any payment payments under this Agreement, the liability for Party making such Withholding Taxes shall be payment will pay the sole responsibility amounts of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authorityTax authority in a timely manner and promptly transmit to the payee an official Tax certificate or other evidence of such withholding sufficient to enable the payee to claim such payments of Taxes. To the extent that the Party making a payment under this Agreement is required to deduct and withhold Taxes on any such payment, such Party will provide the payee with written notice of the required withholding as promptly as reasonably practical (and in any event, no later than [***]) prior to making such payment and will cooperate with the payee as provided in this Section 10.2.6.5 in order to mitigate the imposition of such withholding Taxes, and (iii) send proof of payment the payee will provide any Tax forms to the receiving Party within thirty (30) days following making such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements payment that may be reasonably necessary in order for the paying such Party not to not withhold Withholding Taxes Tax or to withhold Withholding Taxes Tax at a reduced rate under an applicable bilateral income tax Tax treaty. The payee will [***] provide any such Tax forms to the Party making the payment at least [***] prior to the due date for any payments for which the payee desires that the Party making the payment apply a reduced withholding rate. Each Party shall will provide the other with commercially reasonable assistance to minimize, as permitted by Law, withholding Taxes, VAT, or similar obligations resulting from payments made under this Agreement. Each Party will also provide the other with reasonable assistance to enable the recovery, as permitted by Applicable LawsLaw, of Withholding Taxes withholding Taxes, VAT, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (withholding Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) and (i) a credit against, relief or remission for, or repayment of any Tax (“Tax Credit”) is attributable to that Tax Payment and (ii) the receiving Party determines in good faith that it has obtained and utilised that Tax Credit on an affiliated group basis, the receiving Party shall pay to the paying Party an amount equal to such Tax Credit, net of all out-of-pocket expenses (including Taxes) of such receiving Party and without interest (other than interest paid by the relevant taxing authority with respect to such Tax Credit). Notwithstanding anything else in this Section 16.5(d), in no event will the receiving Party be required to pay any amount to paying Party pursuant to this Section 16.5(d) the payment of which would place the receiving Party in a less favorable net after-Tax position than the receiving Party would have been in if the Tax giving rise to such Tax Credit had not been deducted, withheld or otherwise imposed and the applicable Tax Payment had never been paid. This paragraph shall not be construed to require the receiving Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the paying Party or any other Person. The receiving Party shall use its commercially reasonable efforts to obtain and utilise that Tax Credit on an affiliated group basisVAT.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax reduce tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party VIT to the receiving Party under this Agreement (“Withholding Taxes”). If Withholding Taxes are imposed on any payment ChemoCentryx under this Agreement. The Parties expect that no withholding taxes will be required as a result of any such payments, but if any relevant Governmental Authority finds that withholding taxes should be charged, the liability for such Withholding Taxes taxes shall be the sole responsibility of the receiving Party, and the paying Party ChemoCentryx. ChemoCentryx shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for provide VIT any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements forms that may be reasonably necessary in order for the paying Party VIT to not withhold Withholding Taxes tax or to withhold Withholding Taxes tax at a reduced rate under an applicable bilateral income tax treaty. VIT shall use reasonable efforts to identify any such forms prior to the due date and ChemoCentryx shall use reasonable efforts to provide any such tax forms to VIT in advance of the due date. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of Withholding Taxes withholding taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of ChemoCentryx as the Party bearing the cost of such Withholding Taxes withholding tax under this Section 16.5(d) (Tax Cooperation9.3(b). Notwithstanding the foregoing, if as a result of any either Party makes an assignment pursuant to Section 16.5 or sublicense by the paying Party, any change otherwise transfers its obligations under this Agreement to another entity and such action results in the paying Party’s tax residency, any change in the entity imposition of withholding taxes that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would were not otherwise have been imposed applicable (“Incremental Withholding Taxes”), then the paying Party taking such action shall be solely responsible for the amount of such Incremental Withholding Taxes and the Party taking such action shall increase the amounts payable to the receiving other Party so that the receiving other Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) and (i) a credit against, relief or remission for, or repayment of any Tax (“Tax Credit”) is attributable to that Tax Payment and (ii) the receiving Party determines in good faith that it has obtained action and utilised that Tax Credit on an affiliated group basis, the receiving Party shall pay to the paying Party an amount equal to such Tax Credit, net of all out-of-pocket expenses (including Taxes) of such receiving Party and without interest (other than interest paid by the relevant taxing authority with respect to such Tax Credit). Notwithstanding anything else in this Section 16.5(d), in no event will the receiving Party be required to pay any amount to paying Party pursuant to this Section 16.5(d) the payment of which would place the receiving Party in a less favorable net after-Tax position than the receiving Party would have been in if the Tax giving rise to such Tax Credit had not been deducted, withheld or otherwise imposed and the applicable Tax Payment had never been paid. This paragraph shall not be construed to require the receiving Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the paying Party or any other Person. The receiving Party shall use its commercially reasonable efforts to obtain and utilise that Tax Credit on an affiliated group basisresulting tax increase.