Common use of Payment of Tax Clause in Contracts

Payment of Tax. The upfront, milestones, royalties and other amounts payable by Lilly to Avidity to this Agreement (each, a “Payment”) shall be paid free and clear of any and all taxes, except for any withholding taxes required by Applicable Law. Except as provided in this Section 7.8.2. Avidity shall be solely responsible for paying any and all taxes (other than withholding taxes required by Applicable Law to be deducted from Payments and remitted by Lilly) levied on account of, or measured in whole or in part by reference to, any Payments it receives. Lilly shall deduct or withhold from the Payments any taxes that it is required by Applicable Law to deduct or withhold. Notwithstanding the foregoing, if Avidity is entitled under any applicable tax treaty to a reduction of rate of, or the elimination of, applicable withholding tax, it may deliver to Lilly or the appropriate Governmental Authority (with the assistance of Lilly to the extent that this is reasonably required and is expressly requested in writing) the prescribed forms necessary to reduce the applicable rate of withholding or to relieve Lilly of its obligation to withhold such tax and Lilly shall apply the reduced rate of withholding or dispense with withholding as the case may be; provided that Lilly has received evidence, in a form satisfactory to Lilly, of Avidity’s delivery of all applicable forms (and, if necessary, its receipt of appropriate governmental authorization) at least [* * *] prior to the time Payments are due. If in accordance with the foregoing, Lilly withholds any amounts of tax, it shall pay to Avidity the balance when due, make timely payment to the proper tax authority of the withheld amount and send to Avidity proof of such payment within [* * *] following such payments.

Payment of Tax. The Except as set forth in Section 7.16.1 (Partnership Tax Matters) or Schedule M (Partnership Tax Matters) with respect to the DT Co-Co Program, the upfront, milestones, royalties and other amounts payable by Lilly one Party to Avidity to the other Party under this Agreement (each, a “Payment”) shall be paid free and clear of any and all taxes, except for any withholding taxes required by Applicable Law. Except as provided in this Section 7.8.2. Avidity 7.16.3 (Payment of Tax), the payee shall be solely responsible for paying any and all taxes (other than withholding taxes required by Applicable Law to be deducted from Payments and remitted by Lillythe payor) levied on account of, or measured in whole or in part by reference to, any Payments it receives. Lilly The payor shall deduct or withhold from the Payments any taxes that it is required by Applicable Law to deduct or withhold. Notwithstanding the foregoing, if Avidity the payee is entitled under any applicable tax treaty to a reduction of rate of, or the elimination of, applicable withholding tax, it may deliver to Lilly the payor or the appropriate Governmental Authority (with the assistance of Lilly the payor to the extent that this is reasonably required and is expressly requested in writing) the prescribed forms necessary to reduce the applicable rate of withholding or to relieve Lilly the payor of its obligation to withhold such tax and Lilly the payor shall apply the reduced rate of withholding or dispense with withholding as the case may be; provided that Lilly the payor has received evidence, in a form satisfactory to Lillythe payor, of Aviditythe payee’s delivery of all applicable forms (and, if necessary, its receipt of appropriate governmental authorization) at least [* * ***] prior to the time Payments are due. If in accordance with the foregoing, Lilly the payor withholds any amounts of tax, it shall pay to Avidity the payee the balance when due, make timely payment to the proper tax authority of the withheld amount and send to Avidity the payee proof of such payment within [* * ***] following such payments. If the paying party failed to deduct or withhold tax required by Applicable Law, the payee shall indemnify and hold harmless the paying party from any such taxes and further, shall assist the paying party with regard to all procedures required in order to obtain relief and, if appropriate, reimbursement by tax authorities (including providing proof, if applicable, that the appropriate tax has in fact been paid by the payee) or, in case tax authorities will not reimburse withholding tax to the paying party, the payee will immediately pay to the paying party (for remittance to the appropriate taxing authority to the extent not previously paid to such authorities by the paying party) the amount of such tax not previously paid by the payee to the appropriate taxing authority.

Payment of Tax. The upfront, milestones, royalties and other amounts payable by Lilly to Avidity Precision to this Agreement (each, a “Payment”) shall be paid free and clear of any and all taxes, except for any withholding taxes required by Applicable Law. Except as provided in this Section 7.8.29.9. Avidity Precision shall be solely responsible for paying any and all taxes (other than withholding taxes required by Applicable Law to be deducted from Payments and remitted by Lilly) levied on account of, or measured in whole or in part by reference to, any Payments it receives. Lilly shall deduct or withhold from the Payments any taxes that it is required by Applicable Law to deduct or withhold. Notwithstanding the foregoing, if Avidity Precision is entitled under any applicable tax treaty to a reduction of in the rate of, or the elimination of, any applicable withholding tax, it may deliver to Lilly or the appropriate Governmental Authority (with the assistance of Lilly to the extent that this is reasonably required and is expressly requested in writing) the prescribed forms necessary to reduce the applicable rate of withholding or to relieve Lilly of its obligation to withhold such tax and Lilly shall apply the reduced rate of withholding or dispense with withholding as the case may be; provided that Lilly has received Precision’s delivery of all applicable forms in a form satisfactory to Lilly (and, if necessary, evidence, in a form satisfactory to Lilly, of AvidityPrecision’s delivery of all applicable forms (and, if necessary, its receipt of appropriate governmental authorization) at least [* * ***] prior to the time Payments are due. If in accordance with the foregoing, Lilly withholds any amounts of tax, it shall pay to Avidity Precision the balance when due, make timely payment to the proper tax authority of the withheld amount and send to Avidity Precision proof of such payment within [* * ***] following such payments.

Payment of Tax. The upfront, milestones, royalties and other amounts payable by Lilly Prevail to Avidity Precision to this Agreement (each, a “Payment”) shall be paid free and clear of any and all taxes, except for any withholding taxes required by Applicable Law. Except as provided in this Section 7.8.29.9. Avidity Precision shall be solely responsible for paying any and all taxes (other than withholding taxes required by Applicable Law to be deducted from Payments and remitted by LillyPrevail) levied on account of, or measured in whole or in part by reference to, any Payments it receives. Lilly Prevail shall deduct or withhold from the Payments any taxes that it is required by Applicable Law to deduct or withhold. Notwithstanding the foregoing, if Avidity Precision is entitled under any applicable tax treaty to a reduction of in the rate of, or the elimination of, any applicable withholding tax, it may deliver to Lilly Prevail or the appropriate Governmental Authority (with the assistance of Lilly Prevail to the extent that this is reasonably required and is expressly requested in writing) the prescribed forms necessary to reduce the applicable rate of withholding or to relieve Lilly Prevail of its obligation to withhold such tax and Lilly Prevail shall apply the reduced rate of withholding or dispense with withholding as the case may be; provided that Lilly Prevail has received Precision’s delivery of all applicable forms in a form satisfactory to Prevail (and, if necessary, evidence, in a form satisfactory to LillyPrevail, of AvidityPrecision’s delivery of all applicable forms (and, if necessary, its receipt of appropriate governmental authorization) at least [* * ***] prior to the time Payments are due. If in accordance with the foregoing, Lilly Prevail withholds any amounts of tax, it shall pay to Avidity Precision the balance when due, make timely payment to the proper tax authority of the withheld amount and send to Avidity Precision proof of such payment within [* * ***] following such payments.

Payment of Tax. The upfront, milestones, royalties and other amounts payable by Lilly Novartis to Avidity Precision to this Agreement (each, a “Payment”) shall be paid free and clear of any and all taxes, except for any withholding taxes required by Applicable Law. Except as provided in this Section 7.8.29.10. Avidity Precision shall be solely responsible for paying any and all taxes (other than withholding taxes required by Applicable Law to be deducted from Payments and remitted by LillyNovartis) levied on account of, or measured in whole or in part by reference to, any Payments it receives. Lilly Novartis shall deduct or withhold from the Payments any taxes that it is required by Applicable Law to deduct or withhold. Notwithstanding the foregoing, if Avidity Precision is entitled under any applicable tax treaty to a reduction of in the rate of, or the elimination of, any applicable withholding tax, it may deliver to Lilly Novartis or the appropriate Governmental Authority (with the assistance of Lilly Novartis to the extent that this is reasonably required and is expressly requested in writing) the prescribed forms necessary to reduce the applicable rate of withholding or to relieve Lilly Novartis of its obligation to withhold such tax and Lilly Novartis shall apply the reduced rate of withholding or dispense with withholding as the case may be; provided that Lilly Novartis has received Precision’s delivery of all applicable forms in a form satisfactory to Novartis (and, if necessary, evidence, in a form satisfactory to LillyNovartis, of AvidityPrecision’s delivery of all applicable forms (and, if necessary, its receipt of appropriate governmental authorization) at least [* * ***] prior to the time Payments are due. If in accordance with the foregoing, Lilly Novartis withholds any amounts of tax, it shall pay to Avidity Precision the balance when due, make timely payment to the proper tax authority of the withheld amount and send to Avidity Precision proof of such payment within [* * ***] following such payments.

Payment of Tax. The upfront, milestones, royalties and other amounts payable by Lilly to Avidity ProQR to this Agreement (each, a “Payment”) shall be paid free and clear of any and all taxes, except for any withholding taxes required by Applicable Law. Except as provided in this Section 7.8.2. Avidity 8.7, ProQR shall be solely responsible for paying any and all taxes (other than withholding taxes required by Applicable Law to be deducted from Payments and remitted by Lilly) levied on account of, or measured in whole or in part by reference to, any Payments it receives. Lilly shall deduct or withhold from the Payments any taxes that it is required by Applicable Law to deduct or withhold. Notwithstanding the foregoing, if Avidity ProQR is entitled under any applicable tax treaty to a reduction of in the rate of, or the elimination of, any applicable withholding tax, it may deliver to Lilly or the appropriate Governmental Authority (with the assistance of Lilly to the extent that this is reasonably required and is expressly requested in writing) the prescribed forms necessary to reduce the applicable rate of withholding or to relieve Lilly of its obligation to withhold such tax and Lilly shall apply the reduced rate of withholding or dispense with withholding as the case may be; provided that Lilly has received ProQR’s delivery of all applicable forms in a form satisfactory to Lilly (and, if necessary, evidence, in a form satisfactory to Lilly, of AvidityProQR’s delivery of all applicable forms (and, if necessary, its receipt of appropriate governmental authorization) at least [* * ***] prior to the time Payments are due. If in accordance with the foregoing, Lilly withholds any amounts of tax, it shall pay to Avidity ProQR the balance when due, make timely payment to the proper tax authority of the withheld amount and send to Avidity ProQR proof of such payment and applicable tax withholding certificates within [* * ***] following such payments.

Payment of Tax. The upfront, milestones, royalties and other amounts payable by Lilly to Avidity Merus to this Agreement (each, a “Payment”) shall be paid free and clear of any and all taxes, except for any withholding taxes required by Applicable Law. Except as provided in this Section 7.8.28.8.2. Avidity Merus shall be solely responsible for paying any and all taxes (other than withholding taxes required by Applicable Law to be deducted from Payments and remitted by Lilly) levied on account of, or measured in whole or in part by reference to, any Payments it receives. Lilly shall deduct or withhold from the Payments any taxes that it is required by Applicable Law to deduct or withhold. Notwithstanding the foregoing, if Avidity Merus is entitled under any applicable tax treaty to a reduction of rate of, or the elimination of, applicable withholding tax, it may deliver to Lilly or the [*] Certain information in this document has been omitted as the information is not material and would be competitively harmful if publicly disclosed. appropriate Governmental Authority (with the assistance of Lilly to the extent that this is reasonably required and is expressly requested in writing) the prescribed forms necessary to reduce the applicable rate of withholding or to relieve Lilly of its obligation to withhold such tax and Lilly shall apply the reduced rate of withholding or dispense with withholding as the case may be; provided that Lilly has received evidence, in a form satisfactory to Lilly, of AvidityMerus’s delivery of all applicable forms (and, if necessary, its receipt of appropriate governmental authorization) at least [* * *] prior to the time Payments are due. If in accordance with the foregoing, Lilly withholds any amounts of tax, it shall pay to Avidity Merus the balance when due, make timely payment to the proper tax authority of the withheld amount and send to Avidity Merus proof of such payment within [* * *] following such payments. Notwithstanding the foregoing, the Parties acknowledge and agree that if Lilly (or its Affiliates or successors) is required to make a payment to Merus subject to a deduction or withholding of tax, and if such deduction or withholding of tax arises or is increased solely as a result any action taken by Lilly or its Affiliates or successor or assignee, including without limitation the assignment or transfer of all or a portion of this Agreement by the payor pursuant to Section 15.7 or otherwise, or there is a change, whether by corporate continuance, merger or other means, in the tax residency of Lilly, or payments arise or are deemed to arise through a branch of the payor (each a “Withholding Tax Action”), then notwithstanding anything to the contrary herein, the payment by Lilly (in respect of which such deduction and withholding of tax is required to be made) shall be increased by the amount necessary to ensure that Merus receives an amount equal to the same amount that it would have received had no Withholding Tax Action occurred.