Common use of Taxation of Payments Clause in Contracts

Taxation of Payments. (a) Insofar as any payment that is due under this Agreement is subject to any tax, duty, levy, or other government imposition, the Party receiving the payment agrees to bear any and all such taxes, duties, levies or impositions. Each Party hereby authorizes the other Party to withhold such taxes, duties, levies or impositions from the payments in accordance with this Agreement if Biovest, any Sublicensee, any Transferee or Company is required to do so under the laws of the United States or any country where such taxes, duties, levies or impositions are payable. Whenever a Party deducts such tax, duty, levy or imposition from any payments due, then it shall furnish the other Party with a certificate showing the payment thereof to the United States or any applicable country. (b) In the event any payments which are due under this Agreement are subject to value added taxation by any government, then the Party receiving the payment shall bear such value added tax in full and the Party making the payment shall be reimbursed therefor. If appropriate, the Party receiving payment may add such value added taxes to its royalty accounts, provided such value added taxes are credited against the other Party’s value added tax debt and the other Party is reimbursed in full with respect thereto. Notwithstanding anything herein to the contrary, the Party making the payment shall have no liability for any value added tax directly or indirectly relating thereto. (c) In the event any payment is subject to a withholding or other income tax in any country, promptly following becoming aware of the applicability of any such tax, the Party making the payment shall so advise the other Party. The Party receiving the payment shall have the right to contest such tax or any such proposed withholding with the appropriate governmental body and the other Party shall provide, at receiving Party’s expense, reasonable cooperation in any such contest. The Parties shall provide each other with such receipts or other evidence of any tax withheld as is necessary to claim any credit or deduction available to it in other jurisdictions. Payments shall only be reduced for withholding taxes imposed by the jurisdiction out of which the payment is directly made. (d) The Parties hereto agree that, for U.S. federal income tax purposes, this Agreement shall be treated as a contract described under Section 483 of the Internal Revenue Code, and that no U.S. federal income tax shall be withheld from any payment made hereunder, provided that in the case of a payment made to a non-U.S. party, such non-U.S. party shall have furnished to the party making the payment a properly-completed Form W-8BEN.

Taxation of Payments. (a) Insofar as any payment that is due All sums payable by the Indemnifying Party to the Indemnified Party under this Agreement is subject to shall be paid free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever save only as may be required by law. If any tax, duty, levy, deductions or other government impositionwithholdings are required by law, the Indemnifying Party receiving shall be obliged to pay to the payment agrees Indemnified Party such sum as will, after such deduction or withholding has been made, leave the Indemnified Party with the same amount as it would have been entitled to bear receive in the absence of any and all such taxes, duties, levies requirement to make a deduction or impositionswithholding. Each If any authority imposes any Taxes on any sum paid to the Indemnified Party hereby authorizes the other Party to withhold such taxes, duties, levies or impositions from the payments in accordance with under this Agreement if Biovest(a "Tax Assessment"), any Sublicensee, any Transferee or Company is required to do then the amount so under the laws payable shall be grossed up by such amount as will ensure that after payment of the United States or any country where such taxes, duties, levies or impositions are payable. Whenever Tax Assessment there shall be left a Party deducts such tax, duty, levy or imposition from any payments due, then it shall furnish the other Party with a certificate showing the payment thereof sum equal to the United States or any applicable countryamount that would otherwise be payable under this Agreement. (b) In The Indemnified Party shall take any action and institute any proceedings, and give any information and assistance, as the event Indemnifying Party may reasonably request, to dispute, resist, appeal, compromise, defend, remedy or mitigate any payments which are due under this Agreement are subject to value added taxation Tax Assessment, in each case on the basis that the Indemnifying Party shall indemnify the Indemnified Party for all reasonable costs incurred as a result of a request by any government, then the Party receiving the payment shall bear such value added tax in full and the Party making the payment shall be reimbursed therefor. If appropriate, the Party receiving payment may add such value added taxes to its royalty accounts, provided such value added taxes are credited against the other Indemnifying Party’s value added tax debt and the other Party is reimbursed in full with respect thereto. Notwithstanding anything herein to the contrary, the Party making the payment shall have no liability for any value added tax directly or indirectly relating thereto. (c) In The Indemnified Party shall not admit liability in respect of, or compromise or settle, a Tax Assessment without the event any payment is subject to a withholding or other income tax in any country, promptly following becoming aware prior written consent of the applicability of any Indemnifying party (such tax, the Party making the payment shall so advise the other Party. The Party receiving the payment shall have the right consent not to contest such tax be unreasonably withheld or any such proposed withholding with the appropriate governmental body and the other Party shall provide, at receiving Party’s expense, reasonable cooperation in any such contest. The Parties shall provide each other with such receipts or other evidence of any tax withheld as is necessary to claim any credit or deduction available to it in other jurisdictions. Payments shall only be reduced for withholding taxes imposed by the jurisdiction out of which the payment is directly madedelayed). (d) The Parties hereto agree that, for U.S. federal income tax purposes, this Agreement shall be treated as a contract described under Section 483 of the Internal Revenue Code, and that no U.S. federal income tax shall be withheld from any payment made hereunder, provided that in the case of a payment made to a non-U.S. party, such non-U.S. party shall have furnished to the party making the payment a properly-completed Form W-8BEN.

Taxation of Payments. (a) Insofar as any payment that is due under this Agreement is subject to any tax, duty, levy, or other government imposition, the Party receiving the payment agrees to bear any and all such taxes, duties, levies or impositions. Each Party hereby authorizes the other Party to withhold such taxes, duties, levies or impositions from the payments in accordance with this Agreement if Biovest, any Sublicensee, any Transferee ACCENTIA or Company BDSI is required to do so under the laws of the United States or any country in the Territory where such taxes, duties, levies or impositions are payable. Whenever a Party deducts such tax, duty, levy or imposition from any payments due, then it shall furnish the other Party with a certificate showing the payment of thereof to the United States or any applicable countrycountry in the Territory. (b) In the event any payments which are due to under this Agreement are subject to value added taxation by any government, then the Party receiving the payment shall bear such value added tax in full and the Party making the payment shall be reimbursed therefortherefore. If appropriate, the Party receiving payment may add such value added taxes to its royalty accounts, provided such value added taxes are credited against the other Party’s value added tax debt and the other Party is reimbursed in full with respect thereto. Notwithstanding anything herein to the contrary, the Party making the payment shall have no liability for any value added tax directly or indirectly relating to thereto. (c) In the event any payment is subject to a withholding or other income tax in any countrycountry in the Territory, promptly following becoming aware of the applicability of any such tax, the Party making the payment shall so advise the other Party. The Party receiving the payment shall have the right to contest such tax or any such proposed withholding with the appropriate governmental body any such proposed withholding and the other Party shall provide, at receiving Party’s expense, reasonable cooperation in any such contest. The Parties shall provide each other with such receipts or other evidence of any tax withheld as is necessary to claim any credit or deduction available to it in other jurisdictions. Payments shall only be reduced for withholding taxes imposed by the jurisdiction out of which the payment is directly made. (d) The Parties hereto agree that, for U.S. federal income tax purposes, this Agreement shall be treated as a contract described under Section 483 of the Internal Revenue Code, and that no U.S. federal income tax shall be withheld from any payment made hereunder, provided that in the case of a payment made to a non-U.S. party, such non-U.S. party shall have furnished to the party making the payment a properly-completed Form W-8BEN.

Taxation of Payments. (a) Insofar as any payment that is due under this Agreement is subject to any tax, duty, levy, or other government imposition, the Party receiving the payment agrees to bear any and all such taxes, duties, levies or impositions. Each Party hereby authorizes the other Party to withhold such taxes, duties, levies or impositions from the payments in accordance with this Agreement if Biovest, any Sublicensee, any Transferee Biovest or Company Accentia is required to do so under the laws of the United States or any country in the Territory where such taxes, duties, levies or impositions are payable. Whenever a Party deducts such tax, duty, levy or imposition from any payments due, then it shall furnish the other Party with a certificate showing the payment of thereof to the United States or any applicable countrycountry in the Territory. (b) In the event any payments which are due under this Agreement are subject to value added taxation by any government, then the Party receiving the payment shall bear such value added tax in full and the Party making the payment shall be reimbursed therefor. If appropriate, the Party receiving payment may add such value added taxes to its royalty accounts, provided such value added taxes are credited against the other Party’s value added tax debt and the other Party is reimbursed in full with respect thereto. Notwithstanding anything herein to the contrary, the Party making the payment shall have no liability for any value added tax directly or indirectly relating thereto. (c) In the event any payment is subject to a withholding or other income tax in any countrycountry in the Territory, promptly following becoming aware of the applicability of any such tax, the Party making the payment shall so advise the other Party. The Party receiving the payment shall have the right to contest such tax or any such proposed withholding with the appropriate governmental body any such proposed withholding and the other Party shall provide, at receiving Party’s expense, reasonable cooperation in any such contest. The Parties shall provide each other with such receipts or other evidence of any tax withheld as is necessary to claim any credit or deduction available to it in other jurisdictions. Payments shall only be reduced for withholding taxes imposed by the jurisdiction out of which the payment is directly made. (d) The Parties hereto agree that, for U.S. federal income tax purposes, this Agreement shall be treated as a contract described under Section 483 of the Internal Revenue Code, and that no U.S. federal income tax shall be withheld from any payment made hereunder, provided that in the case of a payment made to a non-U.S. party, such non-U.S. party shall have furnished to the party making the payment a properly-completed Form W-8BEN.

Taxation of Payments. (a) Insofar as any payment that is due BDSI under this Agreement is subject to any tax, duty, levy, or other government imposition, the Party receiving the payment BDSI agrees to bear any and all such taxes, duties, levies or impositions. Each Party BDSI hereby authorizes the other Party BND to withhold such taxes, duties, levies or impositions from the payments which are payable to BDSI in accordance with this Agreement if Biovest, any Sublicensee, any Transferee or Company BND is required to do so under the laws of the United States or any country in the Territory where such taxes, duties, levies or impositions are payable. Whenever a Party BND deducts such tax, duty, levy or imposition from any payments duedue BDSI, then it BND shall furnish the other Party BDSI with a certificate showing the payment of thereof to the United States or any applicable countrycountry in the Territory. (b) In the event any the Running Royalty payments which are due to BDSI under this Agreement are subject to value added taxation by any government, then the Party receiving the payment BDSI shall bear such value added tax in full and the Party making the payment BND shall be reimbursed therefor. If appropriate, the Party receiving payment BDSI may add such value added taxes to its royalty accounts, provided such value added taxes are credited against the other Party’s BND's value added tax debt and the other Party BND is reimbursed in full with respect thereto. Notwithstanding anything herein to the contrary, the Party making the payment BND shall have no liability for any value added tax directly or indirectly relating theretoto the Running Royalties. (c) In the event any payment by BND to BDSI is subject to a withholding or other income tax in any countrycountry in the Territory, BND shall so advise BDSI promptly following BND becoming aware of the applicability of any such tax, the Party making the payment shall so advise the other Party. The Party receiving the payment BDSI shall have the right to contest such tax or any such proposed withholding with the appropriate governmental body any such proposed withholding and the other Party BND shall provide, at receiving Party’s BDSI's expense, reasonable cooperation to BDSI in any such contest. The Parties BND shall provide each other BDSI with such receipts or other evidence of any tax withheld as is necessary for BDSI to claim any credit or deduction available to it in other jurisdictions. Payments to BDSI shall only be reduced for withholding taxes imposed by the jurisdiction out of which the payment is directly made. (d) The Parties hereto agree that, for U.S. federal income tax purposes, this Agreement shall be treated as a contract described under Section 483 of the Internal Revenue Code, and that no U.S. federal income tax shall be withheld from any payment made hereunder, provided that in the case of a payment made to a non-U.S. party, such non-U.S. party shall have furnished to the party making the payment a properly-completed Form W-8BENBDSI.

Taxation of Payments. (a) Insofar as any payment that is due Eurotech under this Agreement is subject to any tax, duty, levy, or other government imposition, the Party receiving the payment Eurotech agrees to bear any and all such taxes, duties, levies or impositions. Each Party Eurotech hereby authorizes the other Party HomeCom to withhold such taxes, duties, levies or impositions from the payments which are payable to Eurotech in accordance with this Agreement if Biovest, any Sublicensee, any Transferee or Company HomeCom is required to do so under the laws of the United States or any country in the Territory where such taxes, duties, levies or impositions are payable. Whenever a Party HomeCom deducts such tax, duty, levy or imposition from any payments duedue Eurotech, then it HomeCom shall furnish the other Party Eurotech with a certificate showing the payment of thereof to the United States or any applicable countrycountry in the Territory. (b) In the event any the Running Royalty payments which are due to Eurotech under this Agreement are subject to value added taxation by any government, then the Party receiving the payment Eurotech shall bear such value added tax in full and the Party making the payment HomeCom shall be reimbursed therefor. If appropriate, the Party receiving payment Eurotech may add such value added taxes to its royalty accounts, provided such value added taxes are credited against the other Party’s HomeCom's value added tax debt and the other Party HomeCom is reimbursed in full with respect thereto. Notwithstanding anything herein to the contrary, the Party making the payment HomeCom shall have no liability for any value added tax directly or indirectly relating theretoto the Running Royalties, it being understood that HomeCom, and not Eurotech, shall have liability for value added taxes relating to royalties from permitted sublicensees. (c) In the event any payment by HomeCom to Eurotech is subject to a withholding or other income tax in any countrycountry in the Territory, HomeCom shall so advise Eurotech promptly following HomeCom becoming aware of the applicability of any such tax, the Party making the payment shall so advise the other Party. The Party receiving the payment Eurotech shall have the right to contest such tax or any such proposed withholding with the appropriate governmental body any such proposed withholding and the other Party HomeCom shall provide, at receiving Party’s Eurotech's expense, reasonable cooperation to Eurotech in any such contest. The Parties HomeCom shall provide each other Eurotech with such receipts or other evidence of any tax withheld as is necessary for Eurotech to claim any credit or deduction available to it in other jurisdictions. Payments to Eurotech shall only be reduced for withholding taxes imposed by the jurisdiction out of which the payment is directly made. (d) The Parties hereto agree that, for U.S. federal income tax purposes, this Agreement shall be treated as a contract described under Section 483 of the Internal Revenue Code, and that no U.S. federal income tax shall be withheld from any payment made hereunder, provided that in the case of a payment made to a non-U.S. party, such non-U.S. party shall have furnished to the party making the payment a properly-completed Form W-8BENEurotech.

Taxation of Payments. (a) Insofar as any payment that is due under this Agreement is subject to any tax, duty, levy, or other government imposition, the Party receiving the payment agrees to bear any and all such taxes, duties, levies or impositions. Each Party hereby authorizes the other Party to withhold such taxes, duties, levies or impositions from the payments in accordance with this Agreement if Biovest, any Sublicensee, any Transferee ACCENTIA or Company REVIMMUNE is required to do so under the laws of the United States or any country where such taxes, duties, levies or impositions are payableStates. Whenever a Party deducts such tax, duty, levy or imposition from any payments due, then it shall furnish the other Party with a certificate showing the payment of thereof to the United States or any applicable countryStates. (b) In the event any payments which are due to under this Agreement are subject to value added taxation by any government, then the Party receiving the payment shall bear such value added tax in full and the Party making the payment shall be reimbursed therefortherefore. If appropriate, the Party receiving payment may add such value added taxes to its royalty accounts, provided such value added taxes are credited against the other Party’s value added tax debt and the other Party is reimbursed in full with respect thereto. Notwithstanding anything herein to the contrary, the Party making the payment shall have no liability for any value added tax directly or indirectly relating to thereto. (c) In the event any payment is subject to a withholding or other income tax in any countrythe Territory, promptly following becoming aware of the applicability of any such tax, the Party making the payment shall so advise the other Party. The Party receiving the payment shall have the right to contest such tax or any such proposed withholding with the appropriate governmental body any such proposed withholding and the other Party shall provide, at receiving Party’s expense, reasonable cooperation in any such contest. The Parties shall provide each other with such receipts or other evidence of any tax withheld as is necessary to claim any credit or deduction available to it in other jurisdictions. Payments shall only be reduced for withholding taxes imposed by the jurisdiction out of which the payment is directly made. (d) The Parties hereto agree that, for U.S. federal income tax purposes, this Agreement shall be treated as a contract described under Section 483 of the Internal Revenue Code, and that no U.S. federal income tax shall be withheld from any payment made hereunder, provided that in the case of a payment made to a non-U.S. party, such non-U.S. party shall have furnished to the party making the payment a properly-completed Form W-8BEN.

Taxation of Payments. (a) Insofar as any payment that is due under this Agreement is subject to any tax, duty, levy, or other government imposition, the Party receiving the payment agrees to bear any and all such taxes, duties, levies or impositions. Each Party hereby authorizes the other Party to withhold such taxes, duties, levies or impositions from the payments in accordance with this Agreement if Biovest, any Sublicensee, any Transferee Biovest or Company Valens US is required to do so under the laws of the United States or any country in the Territory where such taxes, duties, levies or impositions are payable. Whenever a Party deducts such tax, duty, levy or imposition from any payments due, then it shall furnish the other Party with a certificate showing the payment of thereof to the United States or any applicable countrycountry in the Territory. (b) In the event any payments which are due under this Agreement are subject to value added taxation by any government, then the Party receiving the payment shall bear such value added tax in full and the Party making the payment shall be reimbursed therefor. If appropriate, the Party receiving payment may add such value added taxes to its royalty accounts, provided such value added taxes are credited against the other Party’s value added tax debt and the other Party is reimbursed in full with respect thereto. Notwithstanding anything herein to the contrary, the Party making the payment shall have no liability for any value added tax directly or indirectly relating thereto. (c) In the event any payment is subject to a withholding or other income tax in any countrycountry in the Territory, promptly following becoming aware of the applicability of any such tax, the Party making the payment shall so advise the other Party. The Party receiving the payment shall have the right to contest such tax or any such proposed withholding with the appropriate governmental body any such proposed withholding and the other Party shall provide, at receiving Party’s expense, reasonable cooperation in any such contest. The Parties shall provide each other with such receipts or other evidence of any tax withheld as is necessary to claim any credit or deduction available to it in other jurisdictions. Payments shall only be reduced for withholding taxes imposed by the jurisdiction out of which the payment is directly made. (d) The Parties hereto agree that, for U.S. federal income tax purposes, this Agreement shall be treated as a contract described under Section 483 of the Internal Revenue Code, and that no U.S. federal income tax shall be withheld from any payment made hereunder, provided that in the case of a payment made to a non-U.S. party, such non-U.S. party shall have furnished to the party making the payment a properly-completed Form W-8BEN.

Taxation of Payments. (a) Insofar as If a Party is liable to account for value-added tax in connection with any payment that is due under this Agreement is subject to any tax, duty, levy, or other government imposition, the Party receiving the payment agrees to bear any and all such taxes, duties, levies or impositions. Each Party hereby authorizes by the other Party to withhold such taxesunder Section 1.5 of this Annex X, duties, levies or impositions from the payments in accordance with this Agreement if Biovest, any Sublicensee, any Transferee or Company is required to do so under the laws of the United States or any country where such taxes, duties, levies or impositions are payable. Whenever a Party deducts such tax, duty, levy or imposition from any payments due, then it shall furnish the other Party with a certificate showing the payment thereof to the United States or any applicable country. (b) In the event any payments which are due under this Agreement are subject to value added taxation by any government, then the Party receiving the payment shall bear such value added tax in full and the Party making the payment shall be reimbursed therefor. If appropriate, the Party receiving payment may add such value added taxes to its royalty accounts, provided such value added taxes are credited against the other Party’s value added tax debt and the other Party is reimbursed in full with respect thereto. Notwithstanding anything herein to the contrary, the Party making the payment shall have no liability for any value added tax directly or indirectly relating thereto. (c) In the event any payment is subject to a withholding or other income tax in any country, promptly following becoming aware of the applicability of any such tax, the Party making the payment shall so advise the other Party. The Party receiving the payment shall have the right to contest such tax or any such proposed withholding with the appropriate governmental body and the other Party shall providepay an amount equal to that value-added tax to the first Party in addition on receipt of a valid value-added tax invoice. If, at receiving Party’s expenseany time, reasonable cooperation in any such contest. The Parties applicable Law requires a Party to this Agreement to make any deduction or withholding from any sums payable under Section 1.5 of this Annex X, the amount so due shall provide each other with such receipts or other evidence of any tax withheld as is be increased to the extent necessary to claim any credit ensure that, after the making of that deduction or deduction available to it in other jurisdictions. Payments shall only be reduced for withholding taxes imposed by withholding, the jurisdiction out recipient of which the payment is directly receives, on the due date for the payment, a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. (d) The Parties hereto agree that, for U.S. federal income tax purposes, this Agreement shall be treated as a contract described under Section 483 of the Internal Revenue Code, and that no U.S. federal income tax shall be withheld from any payment made hereunder, provided that Section 1.5(d) of this Annex X shall not require an increased payment to be made to the extent that (i) the requirement to make such deduction or withholding would not have arisen but for the recipient of the payment only being entitled to the payment as a result of an assignment to it of rights under this Agreement and (ii) the recipient of the payment does not benefit from the provisions of an applicable tax treaty. To the extent permitted by applicable Laws, the Parties shall reasonably cooperate in mitigating any deduction or withholding required in respect of any payment under Section 1.5 of this Annex X, including by issuing any valid exemption certificate or other applicable valid documentation that should eliminate or reduce such deduction or withholding. If a Party is required in accordance with the foregoing to make an increased payment and the Party that is the recipient of the increased payment subsequently determines in good faith that it has effectively obtained and utilized a Tax credit corresponding to such increased payment, the Party that is the recipient of the increased payment shall pay an amount to the other Party, which it determines will leave it in the case of a payment made to a nonsame after-U.S. partyTax position it would have been in, such non-U.S. party shall have furnished to the party making had the payment a properly-completed Form W-8BENof the increased amount not been required to be made.

Taxation of Payments. (a) Insofar as any payment that is due under this Agreement is subject to any tax, duty, levy, or other government imposition, the Party receiving the payment agrees to bear any and all such taxes, duties, levies or impositions. Each Party hereby authorizes the other Party to withhold such taxes, duties, levies or impositions from the payments in accordance with this Agreement if Biovest, any Sublicensee, any Transferee Biovest or Company Valens Offshore is required to do so under the laws of the United States or any country in the Territory where such taxes, duties, levies or impositions are payable. Whenever a Party deducts such tax, duty, levy or imposition from any payments due, then it shall furnish the other Party with a certificate showing the payment of thereof to the United States or any applicable countrycountry in the Territory. (b) In the event any payments which are due under this Agreement are subject to value added taxation by any government, then the Party receiving the payment shall bear such value added tax in full and the Party making the payment shall be reimbursed therefor. If appropriate, the Party receiving payment may add such value added taxes to its royalty accounts, provided such value added taxes are credited against the other Party’s value added tax debt and the other Party is reimbursed in full with respect thereto. Notwithstanding anything herein to the contrary, the Party making the payment shall have no liability for any value added tax directly or indirectly relating thereto. (c) In the event any payment is subject to a withholding or other income tax in any countrycountry in the Territory, promptly following becoming aware of the applicability of any such tax, the Party making the payment shall so advise the other Party. The Party receiving the payment shall have the right to contest such tax or any such proposed withholding with the appropriate governmental body any such proposed withholding and the other Party shall provide, at receiving Party’s expense, reasonable cooperation in any such contest. The Parties shall provide each other with such receipts or other evidence of any tax withheld as is necessary to claim any credit or deduction available to it in other jurisdictions. Payments shall only be reduced for withholding taxes imposed by the jurisdiction out of which the payment is directly made. (d) The Parties hereto agree that, for U.S. federal income tax purposes, this Agreement shall be treated as a contract described under Section 483 of the Internal Revenue Code, and that no U.S. federal income tax shall be withheld from any payment made hereunder, provided that in the case of a payment made to a non-U.S. party, such non-U.S. party shall have furnished to the party making the payment a properly-completed Form W-8BEN.

Taxation of Payments. (a) Insofar as any payment that is due under this Agreement is subject to any tax, duty, levy, or other government imposition, the Party receiving the payment agrees to bear any and all such taxes, duties, levies or impositions. Each Party hereby authorizes the other Party to withhold such taxes, duties, levies or impositions from the payments in accordance with this Agreement if Biovest, any Sublicensee, any Transferee BIOVEST or Company REVIMMUNE is required to do so under the laws of the United States or any country where such taxes, duties, levies or impositions are payableStates. Whenever a Party deducts such tax, duty, levy or imposition from any payments due, then it shall furnish the other Party with a certificate showing the payment of thereof to the United States or any applicable countryStates. (b) In the event any payments which are due to under this Agreement are subject to value added taxation by any government, then the Party receiving the payment shall bear such value added tax in full and the Party making the payment shall be reimbursed therefortherefore. If appropriate, the Party receiving payment may add such value added taxes to its royalty accounts, provided such value added taxes are credited against the other Party’s value added tax debt and the other Party is reimbursed in full with respect thereto. Notwithstanding anything herein to the contrary, the Party making the payment shall have no liability for any value added tax directly or indirectly relating to thereto. (c) In the event any payment is subject to a withholding or other income tax in any countrythe Territory, promptly following becoming aware of the applicability of any such tax, the Party making the payment shall so advise the other Party. The Party receiving the payment shall have the right to contest such tax or any such proposed withholding with the appropriate governmental body any such proposed withholding and the other Party shall provide, at receiving Party’s expense, reasonable cooperation in any such contest. The Parties shall provide each other with such receipts or other evidence of any tax withheld as is necessary to claim any credit or deduction available to it in other jurisdictions. Payments shall only be reduced for withholding taxes imposed by the jurisdiction out of which the payment is directly made. (d) The Parties hereto agree that, for U.S. federal income tax purposes, this Agreement shall be treated as a contract described under Section 483 of the Internal Revenue Code, and that no U.S. federal income tax shall be withheld from any payment made hereunder, provided that in the case of a payment made to a non-U.S. party, such non-U.S. party shall have furnished to the party making the payment a properly-completed Form W-8BEN.

Taxation of Payments. (a) Insofar as any payment that is due BDSI under this Agreement is subject to any tax, duty, levy, or other government imposition, the Party receiving the payment BDSI agrees to bear any and all such taxes, duties, levies or impositions. Each Party BDSI hereby authorizes the other Party PPDI to withhold such taxes, duties, levies or impositions from the payments which are payable to BDSI in accordance with this Agreement if Biovest, any Sublicensee, any Transferee or Company PPDI is required to do so under the laws of the United States or any country in the Territory where such taxes, duties, levies or impositions are payable. Whenever a Party PPDI deducts such tax, duty, levy or imposition from any payments duedue BDSI, then it PPDI shall furnish the other Party BDSI with a certificate showing the payment of thereof to the United States or any applicable countrycountry in the Territory. (b) In the event any the Running Royalty payments which are due to BDSI under this Agreement are subject to value added taxation by any government, then the Party receiving the payment BDSI shall bear such value added tax in full and the Party making the payment PPDI shall be reimbursed therefor. If appropriate, the Party receiving payment BDSI may add such value added taxes to its royalty accounts, provided such value added taxes are credited against the other Party’s PPDI's value added tax debt and the other Party PPDI is reimbursed in full with respect thereto. Notwithstanding anything herein to the contrary, the Party making the payment PPDI shall have no liability for any value added tax directly or indirectly relating theretoto the Running Royalties. (c) In the event any payment by PPDI to BDSI is subject to a withholding or other income tax in any countrycountry in the Territory, PPDI shall so advise BDSI promptly following PPDI becoming aware of the applicability of any such tax, the Party making the payment shall so advise the other Party. The Party receiving the payment BDSI shall have the right to contest such tax or any such proposed withholding with the appropriate governmental body any such proposed withholding and the other Party PPDI shall provide, at receiving Party’s BDSI's expense, reasonable cooperation to BDSI in any such contest. The Parties PPDI shall provide each other BDSI with such receipts or other evidence of any tax withheld as is necessary for BDSI to claim any credit or deduction available to it in other jurisdictions. Payments to BDSI shall only be reduced for withholding taxes imposed by the jurisdiction out of which the payment is directly made. (d) The Parties hereto agree that, for U.S. federal income tax purposes, this Agreement shall be treated as a contract described under Section 483 of the Internal Revenue Code, and that no U.S. federal income tax shall be withheld from any payment made hereunder, provided that in the case of a payment made to a non-U.S. party, such non-U.S. party shall have furnished to the party making the payment a properly-completed Form W-8BENBDSI.