Common use of Treatment of Certain Withholding Taxes Clause in Contracts

Treatment of Certain Withholding Taxes. If Astellas is required to deduct and withhold taxes on any payment to Ambit and such withholding obligation arises as a result of any action by Astellas that has the effect of modifying the tax treatment of the Parties hereto (including any assignment or sublicense, or any failure on the part of Astellas to comply with Applicable Law or filing or record retention requirements) (an “Astellas Withholding Tax Action”), then the sum payable by Astellas (in respect of which such deduction or withholding is required to be made) shall be increased to the extent necessary to ensure that Ambit actually receives the sum that it would have received had no such Astellas Withholding Tax Action occurred; provided, however, that no such increase shall apply to the extent such increase would have resulted (a) from a change in Applicable Law increasing the applicable withholding tax rate, which change occurs after the Effective Date, (b) in circumstances where actions or inactions of Ambit or any of its Affiliates cause a change in the applicable withholding tax rate, for example, the failure of Ambit to timely provide to Astellas the appropriate treaty forms and the certificate of residence necessary for Astellas to withhold at a more favorable rate or the assignment by Ambit to an Affiliate or Third Party of the right to receive any payments hereunder or (c) from the failure of Ambit to meet a limitation of benefits provision of the US/Japan Tax Treaty.

Treatment of Certain Withholding Taxes. If Astellas is required to [*] deduct and withhold taxes on any payment to Ambit Medivation and such withholding obligation arises either (i) with respect to [*] (a “Specified [*]”) or (ii) as a result of any action by Astellas that has the effect of modifying the tax treatment of the Parties hereto (including any assignment or sublicense, or any failure on the part of Astellas to comply with Applicable Law or filing or record retention requirements) (an “Astellas Withholding Tax Action”), then the sum payable by Astellas (in respect of which such deduction or withholding is required to be made) shall be increased to the extent necessary to ensure that Ambit Medivation actually receives receives, as appropriate, a sum equal to the Specified Payment or the sum that it would have received had no such Astellas Withholding Tax Action occurred; provided, however, that no such increase shall apply to the extent such increase would have resulted (ax) from a change in Applicable Law increasing the applicable withholding tax rate, which change occurs after the Effective Date, (by) in circumstances where actions or inactions of Ambit Medivation or any of its Affiliates cause a change in the applicable withholding tax rate, for example, the failure of Ambit Medivation to timely provide to Astellas the appropriate treaty forms and the certificate of residence necessary for Astellas to withhold at a more favorable rate or the assignment by Ambit to an Affiliate or Third Party of the right to receive any payments hereunder or (cz) from the failure of Ambit Medivation to meet a limitation of benefits provision of the US/Japan Tax Treaty.

Treatment of Certain Withholding Taxes. If Astellas is required [*] to deduct and withhold taxes on any payment to Ambit Medivation and such withholding obligation arises either (i) with respect to [*] (a “Specified [*]”) or (ii) as a result of any action by Astellas that has the effect of modifying the tax treatment of the Parties hereto (including any assignment or sublicense, or any failure on the part of Astellas to comply with Applicable Law or filing or record retention requirements) (an “Astellas Withholding Tax Action”), then the sum payable by Astellas (in respect of which such deduction or withholding is required to be made) shall be increased to the extent necessary to ensure that Ambit Medivation actually receives receives, as appropriate, a sum equal to the Specified Payment or the sum that it would have received had no such Astellas Withholding Tax Action occurred; provided, however, that no such increase shall apply to the extent such increase would have resulted (ax) from a change in Applicable Law increasing the applicable withholding tax rate, which change occurs after the Effective Date, (by) in circumstances where actions or inactions of Ambit Medivation or any of its Affiliates cause a change in the applicable withholding tax rate, for example, the failure of Ambit Medivation to timely provide to Astellas the appropriate treaty forms and the certificate of residence necessary for Astellas to withhold at a more favorable rate or the assignment by Ambit to an Affiliate or Third Party of the right to receive any payments hereunder or (cz) from the failure of Ambit Medivation to meet a limitation of benefits provision of the US/Japan Tax Treaty.