Withholding Tax Actions. Notwithstanding the foregoing, the Parties acknowledge and agree that if Bayer (or its assignee pursuant to Clause 13.313.3) is required by Applicable Law to withhold taxes in respect of any amount payable under this Agreement ("Withholding Obligation"), then if, but only to the extent that: (i) such Withholding Obligation arises as a result of an action of Bayer, including any assignment of this Agreement by Bayer as permitted under Clause 13.313.3, a change in tax residency of Bayer or payments arise or are deemed to arise through a branch of Bayer, and (ii) the amount of such Withholding Tax exceeds the amount of Withholding Tax that would have been applicable if such action of Bayer had not occurred (a "Withholding Tax Action"), then, notwithstanding anything to the contrary herein, any such amount payable by Bayer under this Agreement shall be increased to take into account such Withholding Tax as may be necessary so that, after making all required withholdings, BicycleTx (or its assignee pursuant to Clause 13.313.3) receives an amount equal to the sum it would have received had no such Withholding Tax Action occurred (the "Gross-Up Mechanism"). For the avoidance of doubt, the Parties acknowledge and agree that any Withholding Obligation for Bayer which arises only as a result of any change in any applicable tax law by any competent tax legislator is not to be considered a Withholding Tax Action. However, if the Gross-Up Mechanism applies and BicycleTx has received a credit or refund for the full or partial amount of the applicable payable Withholding Tax, BicycleTx shall pay to Bayer an amount equal to the amount BicycleTx assesses (acting reasonably) which would leave it, after such payment, in the same position as it would have been in the absence of the Withholding Tax and the credit or refund of such payment to be made by BicycleTx within [***] after receiving the tax credit or refund.
Withholding Tax Actions. If Lilly changes its tax residence, performs a tax repatriation or takes any similar action that would increase any required withholding taxes with respect to any Payment that would not be required absent such action, Lilly shall provide Precision with prior written notice to allow Precision a reasonable opportunity to timely furnish forms, certificates or other items that would reduce or eliminate such withholding tax. WEIL:\97737446\1\59474.0121 EXECUTION VERSION
Withholding Tax Actions. If Novartis changes its tax residence, performs a tax repatriation or takes any similar action that would increase any required withholding taxes with respect to any Payment that would not be required absent such action, Novartis shall provide Precision with prior written notice to allow Precision a reasonable opportunity to timely furnish forms, certificates or other items that would reduce or eliminate such withholding tax. If no withholding tax deduction has been made on the payments to Precision or its Affiliates under this Agreement, but tax authorities subsequently take the position that a withholding tax deduction should have been made, including extra-territorial taxation, Precision shall provide, at its own expense, all reasonable support to Novartis to obtain relief or reduction of withholding under the applicable laws and tax treaties, including but not limited to the submission or issuance of requisite forms and information, and the Parties will bear such liability (reimburse one another as necessary) in a manner consistent with that which would have resulted had the tax been originally withheld. Any refunds of withholding taxes that are granted to Precision by the competent tax authority and which would cause Precision to receive payments in excess of that which Novartis would owe under this Agreement, including related interest, shall be paid to Novartis by Precision.
Withholding Tax Actions. Notwithstanding Section 10.9(a), if the paying Party is required to make a payment to the other Party that is subject to a deduction or withholding of tax, then if such withholding or deduction obligation arises as a result of any action by the paying Party, including any assignment or sublicense, or any failure on the part of the paying Party to comply with applicable laws or filing or record retention requirements, that has the effect of modifying the tax treatment of the Parties hereto (a “ Withholding Tax Action”), then the sum payable by the paying Party (in respect of which such deduction or withholding is required to *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION be made) shall be increased to the extent necessary to ensure that the other Party receives a sum equal to the sum which it would have received had no such Withholding Tax Action occurred.
Withholding Tax Actions. If Prevail changes its tax residence, performs a tax repatriation or takes any similar action that would increase any required withholding taxes with respect to any Payment that would not be required absent such action, Prevail shall provide Precision with prior written notice to allow Precision a reasonable opportunity to timely furnish forms, certificates or other items that would reduce or eliminate such withholding tax.
Withholding Tax Actions. Notwithstanding the foregoing, [***], then notwithstanding anything to the contrary herein, any such amount payable shall be increased to take into account such increased withholding taxes as may be necessary so that, after making all required withholdings Merus (or its assignee pursuant to Section 13.5) receives an amount equal to the sum it would have received had no such Gilead Withholding Tax Action occurred. 301144389 v2
Withholding Tax Actions. Notwithstanding the foregoing, the Parties acknowledge and agree that if the paying Party (or its Affiliates, successor or assignee) is required to make a payment to the payee subject to deduction or withholding of taxes, as described in Section 8.7, and if the obligation to deduct or withhold taxes arises, or if the amount of such taxes required to be deducted or withheld is increased solely as a result of the assignment or transfer of this Agreement by the paying Party pursuant to Section 14.2, or there is a change, whether by corporate continuance, merger or other means, in the tax residency of the paying Party, or payments arise or are deemed to arise through a branch of the paying Party (each, a “Withholding Tax Action”), then notwithstanding anything to the contrary herein, the payment by paying Party (in respect of which such obligation to deduct or withhold taxes is required) shall be increased by the amount necessary to ensure that the payee receives an amount equal to the same amount that it would have received had the paying Party not taken such Withholding Tax Action.
