Common use of Withholding and Indirect Taxes Clause in Contracts

Withholding and Indirect Taxes. (i) Each Party shall be entitled to deduct and withhold from any amounts payable under this Agreement (or allocable to another Party pursuant to Section 1.6 of Exhibit E) such taxes as are required to be deducted or withheld therefrom under any provision of applicable Law. The Party that is required to make such withholding (the “Paying Party”) will: (A) deduct those taxes from such payment, (B) timely remit the taxes to the proper taxing authority, and (C) send evidence of the obligation together with proof of tax payment to the recipient Party (the “Payee Party”) on a timely basis following that tax payment; provided, however, that before making any such deduction or withholding, the Paying Party shall give the Payee Party notice of the intention to make such deduction or withholding (and such notice, which shall set forth in reasonable detail the authority, basis and method of calculation for the proposed deduction or withholding, shall be given at least a reasonable period of time before such deduction or withholding is required, in order for such Payee Party to obtain reduction of or relief from such deduction or withholding). Each Party agrees to cooperate with the other Parties in claiming refunds or exemptions from, or reductions in, such deductions or withholdings under any applicable Law or treaty to ensure that any amounts required to be withheld pursuant to this Section 9.10(b)(i) are reduced to the fullest extent permitted by applicable Law. (ii) Each Party, for itself and, if applicable, in its capacity as “Tax Matters Partner” of such partnership (as defined in Exhibit E), agrees to cooperate with the other Party in claiming refunds or exemptions from, or reductions in, any deductions or withholdings, including pursuant to Code Section 1446(f), required to be made by an acquirer of an interest in the partnership described in Section 9.10(a) and in reducing or eliminating such withholdings to the fullest extent permitted by applicable Law. (iii) The Parties shall cooperate to minimize value added tax, sales and use tax, consumption tax and other similar taxes (“Indirect Taxes”) imposed in connection with this Agreement, as applicable. (iv) Each Party has provided a properly completed and duly executed IRS Form W-9 or Form W-8, as applicable, to the other Party. Each Party and any other recipient of payments described in this Section 9.10(b) shall provide to the other Party (including where the other Party is acting in its capacity as Tax Matters Partner (as defined in Exhibit E)), at the time or times reasonably requested by such other Parties or as required by applicable Law, such other properly completed and duly executed documentation as will permit payments made under this Agreement to be made without, or at a reduced rate of, withholding for taxes, and the applicable payment shall be made without (or at a reduced rate of) withholding to the extent permitted by such documentation, as reasonably determined by the Paying Party.

Withholding and Indirect Taxes. (i) Each Party shall be entitled to deduct and withhold from any amounts payable under this Agreement (or allocable to another Party pursuant to Section 1.6 of Exhibit E) such taxes as are required to be deducted or withheld therefrom under any provision of applicable Law. The Party that is required to make such withholding (the “Paying Party”) will: (A) deduct those taxes from such payment, (B) timely remit the taxes to the proper taxing authority, and (C) send evidence of the obligation together with proof of tax payment to the recipient Party (the “Payee Party”) on a timely basis following that tax payment; provided, however, that before making any such deduction or withholding, the Paying Party shall give the Payee Party notice of the intention to make such deduction or withholding (and such notice, which shall set forth in reasonable detail the authority, basis and method of calculation for the proposed deduction or withholding, shall be given at least a reasonable period of time before such deduction or withholding is required, in order for such Payee Party to obtain reduction of or relief from such deduction or withholding). Each Party agrees to cooperate with the other Parties in claiming refunds or exemptions from, or reductions in, such deductions or withholdings under any applicable Law or treaty to ensure that any amounts required to be withheld pursuant to this Section 9.10(b)(i9.8(b)(i) are reduced to the fullest extent permitted by applicable Law. (ii) Each Party, for itself and, if applicable, in its capacity as “Tax Matters Partner” of such partnership (as defined in Exhibit E), agrees to cooperate with the other Party Parties in claiming refunds or exemptions from, or reductions in, any deductions or withholdings, including pursuant to Code Section 1446(f), required to be made withheld or deducted by an acquirer of an interest in the partnership described in Section 9.10(a9.8(a) and in reducing or eliminating such withholdings to the fullest extent permitted by applicable Law. (iii) The Parties shall cooperate to minimize value added tax, sales and an use tax, consumption tax and other similar taxes (“Indirect Taxes”) imposed in connection with this Agreement, as applicable. (iv) Each Party has provided a properly completed and duly executed IRS Form W-9 or Form W-8, as applicable, to the other Party. Each Party and any other recipient of payments described in this Section 9.10(b9.8(b) shall provide to the other Party (including where the other Party is acting in its capacity as Tax Matters Partner (as defined in Exhibit E)), at the time or times reasonably requested by such other Parties or as required by applicable Law, such other properly completed and duly executed documentation as will permit payments made under this Agreement to be made without, or at a reduced rate of, withholding for taxes, and the applicable payment shall be made without (or at a reduced rate of) withholding to the extent permitted by such documentation, as reasonably determined by the Paying Party.

Withholding and Indirect Taxes. (i) Each Party shall be entitled to deduct and withhold from any amounts payable under this Agreement (or allocable to another Party pursuant to Section 1.6 of Exhibit E) such taxes as are required to be deducted or withheld therefrom under any provision of applicable Law. The Party that is required to make such withholding (the “Paying Party”) will: (A) deduct those taxes from such payment, (B) timely remit the taxes to the proper taxing authority, and (C) send evidence of the obligation together with proof of tax payment to the recipient Party (the “Payee Party”) on a timely basis following that tax payment; provided, however, that before making any such deduction or withholding, the Paying Party shall give the Payee Party written notice of the intention to make such deduction or withholding (and such notice, which shall set forth in reasonable detail the authority, basis and method of calculation for the proposed deduction or withholding, shall be given at least a reasonable period of time before such deduction or withholding is required, in order for such Payee Party to obtain reduction of or relief from such deduction or withholding). Each Party agrees to cooperate with the other Parties in claiming refunds or exemptions from, or reductions in, such deductions or withholdings under any applicable Law or treaty to ensure that any amounts required to be withheld pursuant to this Section 9.10(b)(i9.5(b)(i) are reduced to the fullest extent permitted by applicable Law. (ii) Each Party, for itself and, if applicable, in its capacity as Party agrees to cooperate with the “Tax Matters PartnerPartnership Representative” of such partnership Partnership (as defined in Exhibit E), agrees to cooperate ) and with the other Party in claiming refunds or exemptions from, or reductions in, any deductions or withholdings, including pursuant to Code Section 1446(f), required to be made by an acquirer of an interest in the partnership described in Section 9.10(a9.5(a) and in reducing or eliminating such withholdings to the fullest extent permitted by applicable Law. (iii) The Parties shall cooperate to minimize value added tax, sales and use tax, consumption tax and other similar taxes (“Indirect Taxes”) imposed in connection with this Agreement, as applicable. If any taxing authority imposes an Indirect Tax with respect to the work undertaken under this Agreement, then: (A) to the extent the Party required to pay such Indirect Tax is entitled to recover such Indirect Tax from the applicable taxing authority or otherwise obtain credit for such Indirect Tax against sums payable to such taxing authority, that Party shall bear and pay that amount; or (B) to the extent the Party required to pay such Indirect Tax is not entitled to recover such Indirect Tax from the applicable taxing authority or otherwise obtain credit for such Indirect Tax against sums payable to such taxing authority, such Indirect Tax shall constitute a Shared Development Cost. (iv) Each Party has provided a properly completed and duly executed IRS Form W-9 or Form W-8, as applicable, to the other Party. Each Party and any other recipient of payments described in this Section 9.10(b9.5(b) shall provide to the other Party (including where the 121186093.v1 ​ other Party is acting in its capacity as Tax Matters Partner Partnership Representative (as defined in Exhibit E)), at the time or times reasonably requested by such other Parties or as required by applicable Law, such other properly completed and duly executed documentation as will permit payments made under this Agreement to be made without, or at a reduced rate of, withholding for taxes, and the applicable payment shall be made without (or at a reduced rate of) withholding to the extent permitted by such documentation, as reasonably determined by the Paying Party.

Withholding and Indirect Taxes. (i) Each Party shall be entitled to deduct and withhold from any amounts payable under this Agreement (or allocable to another Party pursuant to Section 1.6 of Exhibit E) such taxes as are required to be deducted or withheld therefrom under any provision of applicable Law. The Party that is required to make such withholding (the “Paying Party”) will: (A) deduct those taxes from such payment, (B) timely remit the taxes to the proper taxing authority, and (C) send evidence of the obligation together with proof of tax payment to the recipient Party (the “Payee Party”) on a timely basis following that tax payment; provided, however, that before making any such deduction or withholding, the Paying Party shall give the Payee Party written notice of the intention to make such deduction or withholding (and such notice, which shall set forth in reasonable detail the authority, basis and method of calculation for the proposed deduction or withholding, shall be given at least a reasonable period of time before such deduction or withholding is required, in order for such Payee Party to obtain reduction of or relief from such deduction or withholding). Each Party agrees to cooperate with the other Parties in claiming refunds or exemptions from, or reductions in, such deductions or withholdings under any applicable Law or treaty to ensure that any amounts required to be withheld pursuant to this Section 9.10(b)(i9.5(b)(i) are reduced to the fullest extent permitted by applicable Law. (ii) Each Party, for itself and, if applicable, in its capacity as Party agrees to cooperate with the “Tax Matters PartnerPartnership Representative” of such partnership Partnership (as defined in Exhibit E), agrees to cooperate ) and with the other Party in claiming refunds or exemptions from, or reductions in, any deductions or withholdings, including pursuant to Code Section 1446(f), required to be made by an acquirer of an interest in the partnership described in Section 9.10(a9.5(a) and in reducing or eliminating such withholdings to the fullest extent permitted by applicable Law. (iii) The Parties shall cooperate to minimize value added tax, sales and use tax, consumption tax and other similar taxes (“Indirect Taxes”) imposed in connection with this Agreement, as applicable. If any taxing authority imposes an Indirect Tax with respect to the work undertaken under this Agreement, then: (A) to the extent the Party required to pay such Indirect Tax is entitled to recover such Indirect Tax from the applicable taxing authority or otherwise obtain credit for such Indirect Tax against sums payable to such taxing authority, that Party shall bear and pay that amount; or (B) to the extent the Party required to pay such Indirect Tax is not entitled to recover such Indirect Tax from the applicable taxing authority or otherwise obtain credit for such Indirect Tax against sums payable to such taxing authority, such Indirect Tax shall constitute a Shared Development Cost. (iv) Each Party has provided a properly completed and duly executed IRS Form W-9 or Form W-8, as applicable, to the other Party. Each Party and any other recipient of payments described in this Section 9.10(b9.5(b) shall provide to the other Party (including where the other Party is acting in its capacity as Tax Matters Partner Partnership Representative (as defined in Exhibit E)), at the time or times reasonably requested by such other Parties or as required by applicable Law, such other properly completed and duly executed documentation as will permit payments made under this Agreement to be made without, or at a reduced rate of, withholding for taxes, and the applicable payment shall be made without (or at a reduced rate of) withholding to the extent permitted by such documentation, as reasonably determined by the Paying Party.

Withholding and Indirect Taxes. (i) Except as expressly set forth in this Section 3.7, each Party will pay any and all Taxes levied on account of all payments it receives under this Agreement. Each Party shall will provide such information and documentation to the other Party as are reasonably requested by such other Party to determine if any withholding Taxes apply to any payments to be entitled to deduct and withhold from any amounts payable made by such other Party under this Agreement (and to establish qualification for a reduced withholding rate or allocable to another Party pursuant to Section 1.6 of Exhibit E) an exemption from such taxes as are required to be deducted withholding Tax under the applicable bilateral income Tax treaty or withheld therefrom under any provision of applicable Lawrelevant statutory provision. The Parties understand and agree that it is contemplated that any applicable withholding Tax percentage under this Agreement is [**]% ([**] percent), however, if a Party believes that it is required to make withhold Taxes on a payment to the other Party hereunder, the paying Party will use commercially reasonable efforts to notify the other Party of such withholding (determination at least [**] prior to making such payment. To the “Paying Party”) extent that applicable Laws require that Taxes be withheld with respect to any payments to be made by a Party to the other Party under this Agreement, the paying Party will: (A) deduct those taxes Taxes from such the remittable payment, ; (B) timely remit pay the taxes Taxes to the proper taxing authority, ; and (C) promptly send evidence of the obligation together with proof of tax Tax payment to the recipient other Party (the “Payee Party”) on a reasonable and timely basis following that such tax payment; provided, however, that before making any such deduction or withholding, the Paying Party shall give the Payee Party notice of the intention to make such deduction or withholding (and such notice, which shall set forth in reasonable detail the authority, basis and method of calculation for the proposed deduction or withholding, shall be given at least a reasonable period of time before such deduction or withholding is required, in order for such Payee Party to obtain reduction of or relief from such deduction or withholding). Each Party agrees to cooperate with the other Parties in claiming refunds or exemptions from, or reductions in, such deductions or withholdings under any applicable Law or treaty to ensure that any amounts required to be withheld pursuant to this Section 9.10(b)(i) are reduced to the fullest extent permitted by applicable Law. (ii) Each Party, for itself and, if applicable, in its capacity as “Tax Matters Partner” of such partnership (as defined in Exhibit E), agrees use commercially reasonable efforts to cooperate with the other Party in claiming refunds refunds, reductions, or exemptions from, or reductions in, any from such deductions or withholdingswithholdings under any relevant agreement or treaty that is in effect. Notwithstanding anything to the contrary in this Agreement, including pursuant to Code in the event a Party redomiciles or assigns its rights or obligations under this Agreement in accordance with Section 1446(f9.2 (each, a “Tax Action,” and such Party, the “Acting Party”), and, as a result of such Tax Action, the amount of Tax required to be made by an acquirer of an interest in the partnership described in Section 9.10(a) and in reducing or eliminating such withholdings to the fullest extent permitted by applicable Law. (iii) The Parties shall cooperate to minimize value added tax, sales and use tax, consumption tax and other similar taxes (“Indirect Taxes”) imposed in connection with this Agreement, as applicable. (iv) Each Party has provided a properly completed and duly executed IRS Form W-9 or Form W-8, as applicable, to the other Party. Each Party and any other recipient of payments described in withheld under this Section 9.10(b) shall provide 3.7.1 in respect of a payment to the other Party (including where the other “Non-Acting Party”) is greater than the amount of such Tax that would have been required to have been withheld absent such Tax Action, then any such amount payable to the Non-Acting Party is acting will be adjusted to take into account such withholding Taxes as may be necessary so that, after making all required withholdings or credits, the Non-Acting Party receives an amount equal to the sum it would have received under this Agreement, taking into account applicable Tax rates imposed on such income and any Tax credits available as a result of the withholding or credits, had no such Tax Action occurred (but in its capacity as Tax Matters Partner (as defined in Exhibit E)), at the time or times reasonably requested by such other Parties or as required by applicable Law, such other properly completed and duly executed documentation as no case will permit payments made any payment under this Agreement be an amount less than the remittable payment due without regard to be made withoutthis Section 3.7.1). The obligation to adjust payments pursuant to the preceding sentence will not apply, or at a reduced rate ofhowever, withholding for taxes, and the applicable payment shall be made without (or at a reduced rate of) withholding to the extent permitted by such documentation, as reasonably determined increased withholding tax: (x) would not have been imposed but for a Tax Action taken by the Paying PartyParty receiving the payment subject to withholding under this Section 3.7.1; or (y) is attributable to the failure by the Non-Acting Party to comply with the requirements of this Section 3.7.1.

Withholding and Indirect Taxes. (i) Each Subject to Section 9.9(b)(ii), each Party shall be entitled to deduct and withhold from any amounts payable paid under this Agreement (or allocable to another Party pursuant to Section 1.6 of Exhibit E) such taxes as are required to be deducted or withheld therefrom under any provision of applicable Law. The Party that is required to make such withholding (the “Paying Party”) will: (A) deduct those taxes from such payment, (B) timely remit the taxes to the proper taxing authority, and (C) send evidence of the obligation together with proof of tax payment to the recipient other Party (the “Payee Non-Paying Party”) on a timely basis following that tax payment; provided, however, that before making any such deduction or withholding, the Paying Party shall give the Payee Non-Paying Party notice of the intention to make such deduction or withholding (and such notice, which shall set forth in reasonable detail the authority, basis and method of calculation for the proposed deduction or withholding, shall be given at least a reasonable period of time before such deduction or withholding is required, in order for such Payee Non-Paying Party to obtain reduction of or relief from such deduction or withholding). Each Party agrees to cooperate with the other Parties in claiming refunds or exemptions from, or reductions in, such deductions or withholdings under any applicable Law or treaty to ensure that any amounts required to be withheld pursuant to this Section 9.10(b)(i9.9(b)(i) are reduced to the fullest extent permitted by applicable Law. (ii) Each Party, for itself and, if applicable, in its capacity as “Tax Matters Partner” Party shall deduct and withhold from any amounts paid or deemed to be paid to such Party under this Agreement by or on behalf of such partnership the Partnership (as defined in Exhibit EF), or allocable by the Partnership pursuant to Section 1.5 of Exhibit F to such Party, such United States taxes as are required to be deducted or withheld therefrom under any provision of applicable Law in accordance with this Section 9.9(b)(ii). For the avoidance of doubt, with respect to payments described in the foregoing provision of this Section 9.9(b)(ii), (1) the Partnership shall be treated as the Paying Party and making payment to the Non-Paying Party; (2) withholding on the payment by the Partnership to the Non-Paying Party shall be under the control of the Non-Paying Party (in its capacity as a partner in the Partnership); and (3) the Non-Paying Party shall determine for the Partnership the United States tax withholding that may be required on payments or allocations made or deemed made in accordance with these principles by the Partnership to the Non-Paying Party. To the extent permitted by United States tax law, it shall be the obligation of the Non-Paying Party (in its capacity as a partner in the Partnership) to deduct and withhold from any amounts so paid, deemed paid or allocated such taxes as are required to be deducted or withheld therefrom under any provision of applicable United States tax Law. The Non-Paying Party shall indemnify the other Parties for taxes, interest, and penalties arising from any failure by the Paying Party or the Partnership to withhold and pay over the correct amount to the United States tax authority with respect to a payment, deemed payment, or allocation to the Non-Paying Party. (iii) To the extent permitted by United States tax law, a Party shall not deduct or withhold any amount for United States tax for or in respect of any amount paid or deemed paid by the Partnership to any other Party or allocated by the Partnership pursuant to Section 1.5 of Exhibit F to any other Party nor shall a Paying Party deduct or withhold any amount for United States tax for or in respect of any amount paid or deemed paid by a Paying Party to the Partnership under the principles of this Section 9.9(b). (iv) Each Party agrees to cooperate with the “Partnership Representative” of such Partnership and with the other Party in with respect to claiming refunds or exemptions from, or reductions in, any deductions or withholdings, including pursuant to Code Section 1446(f), required to be made withheld or deducted by an acquirer of an interest in the partnership described in Section 9.10(a) 15.19 and in reducing or eliminating such withholdings to the fullest extent permitted by applicable Law. (iiiv) The Parties shall cooperate in good faith to minimize value added tax, sales and use tax, consumption tax and other similar taxes (“Indirect Taxes”) and income or franchise tax imposed in connection with this Agreement, as applicable. If any taxing authority imposes an Indirect Tax with respect to a payment made pursuant to Section 9.1, 9.3, or 9.5 the tax shall be borne by BeiGene if the tax is imposed on the licensee and shall be borne by BioAtla if the tax is imposed on the licensor. If any taxing authority imposes an Indirect Tax with respect to any other payment, including a payment made pursuant to Section 9.2, such Indirect Tax shall be borne by the Parties in the same manner as such payment. (ivvi) Each Party has provided a properly completed and duly executed IRS Form W-9 or Form W-8, as applicable, to the other Party. The Parties shall cooperate in obtaining a taxpayer identification number for the Partnership and in causing the Partnership to issue in the name of the Partnership Form W-9 or Form W-8, as applicable, to any person when reasonably required or beneficial to the Partnership. Each Party and any other recipient of payments described in this Section 9.10(b9.9(b) shall provide to the other Party (including where the other Party is acting in its capacity as Tax Matters Partner Partnership Representative (as defined in Exhibit EF)), at the time or times reasonably requested by such other Parties or as required by applicable Law, such other properly completed and duly executed documentation as will permit payments made under this Agreement to be made without, or at a reduced rate of, withholding for taxes, and the applicable payment shall be made without (or at a reduced rate of) withholding to the extent permitted by such documentation, as reasonably determined by the Paying Party; provided, that this obligation shall not arise in cases where the Non-Paying Party withholds and pays the United States tax in accordance with Section 9.9(b)(ii).