Merck Options. Upon the exercise of any Merck Option (as defined in (d) below) following the Distribution, (i) Distributing shall claim any Tax deduction attributable to such exercise on its Tax Return and Controlled shall not claim such deduction on its Tax Return as originally filed, and (ii) to the extent such deduction is disallowed to Distributing, and a Tax Authority makes a Determination that Controlled is entitled to such deduction, Controlled shall, to such extent, pay to Distributing, within 30 days of the date that Distributing notifies Controlled of the receipt of such Determination (which notification shall be made promptly after receipt thereof), the Option Tax Value attributable to such Merck Option.
Appears in 3 contracts
Sources: Tax Responsibility Allocation Agreement (Medco Health Solutions Inc), Tax Responsibility Allocation Agreement (Merck Medco Managed Care LLC), Tax Responsibility Allocation Agreement (Medco Health Solutions Inc)