Common use of Upfront Payment and Milestones Clause in Contracts

Upfront Payment and Milestones. With respect to the Upfront Payment under Section 4.1 and any Milestone payments under Section 4.2 only, Astellas (including its successors, transferees, and assigns) will pay (or authorize payment) to Ironwood such additional amount as is necessary to ensure that the net amount actually received by Ironwood (free and clear of any Tax, including any Tax imposed on or with respect to the additional amount, whether assessed against Astellas or Ironwood) will equal the full amount Ironwood would have received had no such deduction or withholding been required. For purposes of this Section 4.6.2(a), the term “Tax” will not include taxes imposed upon or measured by the net income of Ironwood, in each case imposed by the jurisdiction in which Ironwood’s principal place of business is located or by any jurisdiction in which Ironwood conducts business through an office, branch or permanent establishment. Ironwood will make Commercially [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Reasonable Efforts to assist Astellas in obtaining an exemption from, or refund of, any deduction or withholding of Tax on any payment to Ironwood under Section 4.1 or Section 4.2 pursuant to the foregoing. In the event that Astellas (including its successors, transferees, and assigns) makes an additional payment to Ironwood under this paragraph and Astellas’s deduction or withholding of Tax results in a Tax Benefit Amount for any taxable year, Ironwood will so notify Astellas and, within 12 months of the close of the taxable year, promptly pay to Astellas the Tax Benefit Amount.

Upfront Payment and Milestones. With respect to the Upfront Payment Payments paid or payable under Section 4.1 and any Milestone payments paid under Section 4.2 only, Astellas (including its successors, transferees, and assigns) will pay (or authorize payment) to Ironwood such additional amount as is necessary to ensure that the net amount actually received by Ironwood (free and clear of any Tax, including any Tax imposed on or with respect to the additional amount, whether assessed against Astellas or Ironwood) will equal the full amount Ironwood would have received had no such deduction or withholding been required. For purposes of this Section 4.6.2(a), the term “Tax” will not include taxes imposed upon or measured by the net income of Ironwood, in each case imposed by the jurisdiction in which Ironwood’s principal place of business is located or by any jurisdiction in which Ironwood conducts business through an office, branch or permanent establishment. Ironwood will make Commercially [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Reasonable Efforts to assist Astellas in obtaining an exemption from, or refund of, any deduction or withholding of Tax on any payment to Ironwood under Section 4.1 or Section 4.2 pursuant to the foregoing. In the event that Astellas (including its successors, transferees, and assigns) makes an additional payment to Ironwood under this paragraph and Astellas’s deduction or withholding of Tax results in a Tax Benefit Amount for any taxable year, Ironwood will so notify Astellas and, within 12 months of the close of the taxable year, promptly pay to Astellas the Tax Benefit Amount.

Upfront Payment and Milestones. With respect to the Upfront Payment under Section 4.1 and any Milestone payments under Section 4.2 only, Astellas (including its successors, transferees, and assigns) will pay (or authorize payment) to Ironwood such additional amount as is necessary to ensure that the net amount actually received by Ironwood (free and clear of any Tax, including any Tax imposed on or with respect to the additional amount, whether assessed against Astellas or Ironwood) will equal the full amount Ironwood would have received had no such deduction or withholding been required. For purposes of this Section 4.6.2(a), the term “Tax” will not include taxes imposed upon or measured by the net income of Ironwood, in each case imposed by the jurisdiction in which Ironwood’s principal place of business is located or by any jurisdiction in which Ironwood conducts business through an office, branch or permanent establishment. Ironwood will make Commercially [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Reasonable Efforts to assist Astellas in obtaining an exemption from, or refund of, any deduction or withholding of Tax on any payment to Ironwood under Section 4.1 or Section 4.2 pursuant to the foregoing. In the event that Astellas (including its successors, transferees, and assigns) makes an additional payment to Ironwood under this paragraph and Astellas’s deduction or withholding of Tax results in a Tax Benefit Amount for any taxable year, Ironwood will so notify Astellas and, within 12 months of the close of the taxable year, promptly pay to Astellas the Tax Benefit Amount.