Common use of Tax Cooperation Clause in Contracts

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party to the receiving Party under this Agreement (“Withholding Taxes”). If Withholding Taxes are imposed on any payment under this Agreement, the liability for such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for the paying Party to not withhold Withholding Taxes or to withhold Withholding Taxes at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of Withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) and

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to To the extent permitted by Applicable Laws, Tax withholding or similar obligations in respect of royalties, milestone payments, that the Party making a payment is required to deduct and other payments made by the paying Party to the receiving Party under this Agreement (“Withholding Taxes”). If Withholding withhold Taxes are imposed on any payment payments under this Agreement, the liability for Party making such Withholding Taxes shall be payment will pay the sole responsibility amounts of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authorityTax authority in a timely manner and promptly transmit to the payee an official Tax certificate or other evidence of such withholding sufficient to enable the payee to claim such payments of Taxes. To the extent that the Party making a payment under this Agreement is required to deduct and withhold Taxes on any such payment, such Party will provide the payee with written notice of the required withholding as promptly as reasonably practical (and in any event, no later than [***]) prior to making such payment and will cooperate with the payee as provided in this Section 10.2.6.5 in order to mitigate the imposition of such withholding Taxes, and (iii) send proof of payment the payee will provide any Tax forms to the receiving Party within thirty (30) days following making such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements payment that may be reasonably necessary in order for the paying such Party not to not withhold Withholding Taxes Tax or to withhold Withholding Taxes Tax at a reduced rate under an applicable bilateral income tax Tax treaty. The payee will [***] provide any such Tax forms to the Party making the payment at least [***] prior to the due date for any payments for which the payee desires that the Party making the payment apply a reduced withholding rate. Each Party shall will provide the other with commercially reasonable assistance to minimize, as permitted by Law, withholding Taxes, VAT, or similar obligations resulting from payments made under this Agreement. Each Party will also provide the other with reasonable assistance to enable the recovery, as permitted by Applicable LawsLaw, of Withholding Taxes withholding Taxes, VAT, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (withholding Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) andVAT.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax reduce tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying a Party to the receiving other Party under this Agreement (“Withholding Taxes”)Agreement. If Withholding Taxes are imposed To the extent such paying Party is required to deduct and withhold taxes on any payment under this Agreementto the other Party, such paying Party shall pay the liability for amounts of such Withholding Taxes shall be taxes to the sole responsibility of the receiving Partyproper Governmental Authority in a timely manner, and the paying sum payable to such other Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and be increased to the extent the paying Party failed necessary to retain Withholding Taxes (e.g. because the Parties assumed ensure that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the such other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for the paying Party to not withhold Withholding Taxes or to withhold Withholding Taxes at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of Withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition withholding tax. Notwithstanding the foregoing, if the paying Party is obliged to pay withholding taxes and the other Party reasonably foresees that it will be able to utilize as a tax credit any amounts withheld or deducted by such paying Party, such other Party shall immediately so notify and, upon such notice, with respect to the amount in question, such paying Party shall be released from the obligation to increase the amount pursuant to this Section 9.7. Such other Party shall provide such paying Party any tax forms that may be reasonably necessary in order for such paying Party to not withhold tax or to withhold tax at a reduced rate under an applicable bilateral income tax treaty, to the extent legally able to do so. Such other Party shall use reasonable efforts to provide any such tax forms to such paying Party in advance of Incremental Withholding Taxesthe due date. If Each Party shall provide the other with reasonable assistance (i) to enable the recovery, as permitted by Law, of withholding taxes or similar obligations resulting from payments made under this Agreement and (ii) in connection with any audit by any tax authority relating to this Agreement. In the event the paying Party increased the amount of its payment to the other Party to account for any withholding tax, and such other Party later utilizes any such amount withheld by such paying Party to achieve any tax saving for the benefit of such other Party in the form of a tax deduction, such other Party makes a shall notify such paying Party in writing of the amount of such tax saving and such paying Party shall have the right to credit such amount of tax saving against its future payment obligations to such other Party. [*] = Certain confidential information contained in accordance this document, marked by brackets, has been omitted and filed separately with the sentence above (gross-up) (“Tax Payment”) andSecurities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax reduce tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party VIT to the receiving Party under this Agreement (“Withholding Taxes”). If Withholding Taxes are imposed on any payment ChemoCentryx under this Agreement. The Parties expect that no withholding taxes will be required as a result of any such payments, but if any relevant Governmental Authority finds that withholding taxes should be charged, the liability for such Withholding Taxes taxes shall be the sole responsibility of the receiving Party, and the paying Party ChemoCentryx. ChemoCentryx shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for provide VIT any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements forms that may be reasonably necessary in order for the paying Party VIT to not withhold Withholding Taxes tax or to withhold Withholding Taxes tax at a reduced rate under an applicable bilateral income tax treaty. VIT shall use reasonable efforts to identify any such forms prior to the due date and ChemoCentryx shall use reasonable efforts to provide any such tax forms to VIT in advance of the due date. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of Withholding Taxes withholding taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of ChemoCentryx as the Party bearing the cost of such Withholding Taxes withholding tax under this Section 16.5(d) (Tax Cooperation9.3(b). Notwithstanding the foregoing, if as a result of any either Party makes an assignment pursuant to Section 16.5 or sublicense by the paying Party, any change otherwise transfers its obligations under this Agreement to another entity and such action results in the paying Party’s tax residency, any change in the entity imposition of withholding taxes that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would were not otherwise have been imposed applicable (“Incremental Withholding Taxes”), then the paying Party taking such action shall be solely responsible for the amount of such Incremental Withholding Taxes and the Party taking such action shall increase the amounts payable to the receiving other Party so that the receiving other Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) andaction and resulting tax increase.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax reduce tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying a Party to the receiving other Party under this Agreement (“Withholding Taxes”)Agreement. If Withholding Taxes are imposed To the extent such paying Party is required to deduct and withhold taxes on any payment under this Agreementto the other Party, such paying Party shall pay the liability for amounts of such Withholding Taxes shall be taxes to the sole responsibility of the receiving Partyproper Governmental Authority in a timely manner, and the paying sum payable to such other Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and be increased to the extent the paying Party failed necessary to retain Withholding Taxes (e.g. because the Parties assumed ensure that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the such other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for the paying Party to not withhold Withholding Taxes or to withhold Withholding Taxes at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of Withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxeswithholding tax. If a Notwithstanding the foregoing, if the paying Party makes a payment is obliged to pay withholding taxes and the other Party reasonably foresees that it will [*] = Certain confidential information contained in accordance this document, marked by brackets, has been omitted and filed separately with the sentence above Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. be able to utilize as a tax credit any amounts withheld or deducted by such paying Party, such other Party shall immediately so notify and, upon such notice, with respect to the amount in question, such paying Party will be released from the obligation to increase the amount pursuant to this Section 11.11. Such other Party shall provide such paying Party any tax forms that may be reasonably necessary in order for such paying Party to not withhold tax or to withhold tax at a reduced rate under an applicable bilateral income tax treaty, to the extent legally able to do so. Such other Party shall use reasonable efforts to provide any such tax forms to such paying Party in advance of the due date. Each Party shall provide the other with reasonable assistance (gross-upi) to enable the recovery, as permitted by Law, of withholding taxes or similar obligations resulting from payments made under this Agreement and (“Tax Payment”ii) andin connection with any audit by any tax authority relating to this Agreement. In the event the paying Party increased the amount of its payment to the other Party to account for any withholding tax, and such other Party later utilizes any such amount withheld by such paying Party to achieve any tax saving for the benefit of such other Party in the form of a tax deduction, such other Party shall notify such paying Party in writing of the amount of such tax saving and such paying Party shall have the right to credit such amount of tax saving against its future payment obligations to such other Party.

Tax Cooperation. The Without limiting Section 8.9(b) and 8.9(c), the Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid reduce or reduce, to the extent permitted by Applicable Laws, eliminate Tax withholding Withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party Advaccine to the receiving Party Inovio under this Agreement (“Withholding Taxes”including pursuant to Sections 8.1, 8.2, 8.3 and 8.4). If Withholding Taxes are imposed on To the extent Advaccine is required to make any Tax Withholdings for any payment under this Agreementto Inovio, Advaccine shall pay the liability for amounts of such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes taxes to the proper taxing authority, Governmental Authority in a timely manner and (iii) send proof of payment promptly transmit to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the Inovio an official tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification certificate or other reporting requirements evidence of such withholding sufficient to enable Inovio to claim such payment of taxes from any applicable Government Authority. Inovio shall provide Advaccine any tax forms or other similar documentation that may be reasonably necessary in order for the paying Party Advaccine not to not withhold Withholding Taxes make any Tax Withholdings or to withhold Withholding Taxes make Tax Withholdings at a reduced rate under an applicable bilateral income tax treaty, and shall update such forms and documentation from time to time as necessary to reflect changes in facts. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable applicable Laws, of Withholding Taxes Tax Withholdings, VAT or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED withholding tax or VAT. Specifically, in the cost event that any tax has been withheld upon a payment made under this Agreement or has otherwise been remitted to a Governmental Authority, if requested by either Party, and if, and for so long as, the Parties acting in good faith mutually agree that there is a reasonable prospect of successfully obtaining a refund of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”)tax, then the paying other Party shall, at the requesting Party’s sole cost and expense, seek a refund of such tax from the proper Governmental Authority. In the event that any taxes withheld or reimbursed by Advaccine under Section 8.9(a) are subsequently refunded to Advaccine by the appropriate Governmental Authority, Advaccine shall be solely responsible for pay over the amount of such Incremental refund, less any cash Taxes attributable to the receipt thereof and any reasonable expenses incurred by Advaccine in obtaining such refund. Advaccine agrees to reasonably cooperate with Inovio and its Affiliates in the pursuit of such tax refund (including, if required by applicable Laws or by the applicable Governmental Authority, permitting Inovio to seek such tax refund in Advaccine’s name and participating in any application or appeal that requires that Advaccine be the party applying for such tax refund, solely with Advaccine’s prior written consent); provided that, Inovio agrees to assume responsibility for direct payment of lawyers’ and other advisors’ fees and any other costs associated with seeking such refund. Notwithstanding anything contained in the Agreement to the contrary, in the event that Inovio is unable to utilize any portion of a Tax Withholding Taxes as tax credit to effectively lower its income tax for the applicable tax year during which the applicable payment is received, Advaccine shall reimburse Inovio for any such portion thereof within forty-five (45) days after receipt of an invoice from Inovio (and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“up Inovio for any Tax Payment”) andWithholding on such payment).

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to To the extent permitted by Applicable Laws, Tax withholding or similar obligations in respect of royalties, milestone payments, that the Party making a payment is required to deduct and other payments made by the paying Party to the receiving Party under this Agreement (“Withholding Taxes”). If Withholding Taxes are imposed withhold taxes on any payment payments under this Agreement, the liability for Party making such Withholding Taxes payment shall be pay the sole responsibility amounts of such taxes to the receiving Partyproper Governmental Authority in a timely manner and promptly transmit to the payee an official tax certificate or other evidence of such 52 [*] = Certain confidential information contained in this document, and the paying Party shall marked by brackets, has been omitted because it is both (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, not material and (ii) timely pay would be competitively harmful if publicly disclosed. withholding sufficient to enable the payee to claim such Withholding Taxes payments of taxes. The payee shall provide any tax forms to the proper taxing authority, and (iii) send proof of Party making such payment to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for the paying such Party not to not withhold Withholding Taxes tax or to withhold Withholding Taxes tax at a reduced rate under an applicable bilateral income tax treaty. The payee shall use reasonable efforts to provide any such tax forms to the Party making the payment at least [*] days prior to the due date for any payments for which the payee desires that the Party making the payment apply a reduced withholding rate. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable LawsLaw, of Withholding Taxes withholding taxes, VAT, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding tax or VAT. (d) Notwithstanding anything in this Agreement to the cost contrary, (i) if an action (including but not limited to any assignment (including pursuant to Section 16.2), any direction by Pfizer to Sangamo to grant a license or sublicense to any Affiliate of such Withholding Taxes Pfizer pursuant to Section 2.7 (or otherwise), any sublicense of its rights or obligations under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying PartyAgreement, any change in the paying Party’s tax residency, any change in the entity that originates the paymenttransfer of payment obligations hereunder, or any failure on the part of the paying Party to comply with Applicable applicable Laws with respect to Withholding Taxes (including or filing or record retention requirements), Withholding Taxes are imposed ) by a Party leads to the imposition of withholding tax liability or VAT on the other Party that would not otherwise have been imposed (“Incremental Withholding Taxes”)in the absence of such action or in an increase in such liability above the liability that would have been imposed in the absence of such action, then the paying sum payable by that Party (in respect of which such deduction or withholding is required to be made) shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable increased to the receiving Party so extent necessary to ensure that the receiving other Party receives a sum equal to the sum which it would have received had there been no such imposition action occurred, (ii) otherwise, the sum payable by that Party (in respect of Incremental Withholding Taxes. If a which such deduction or withholding is required to be made) shall be made to the other Party makes a payment after deduction of the amount required to be so deducted or withheld, which deducted or withheld amount shall be remitted in accordance with the sentence above (gross-up) (“Tax Payment”) andapplicable law. 9.9

Tax Cooperation. The Parties agree to use commercially reasonable efforts to shall cooperate with one another and use commercially reasonable efforts to avoid reduce or reduceeliminate Tax Withholding, to the extent permitted by Applicable LawsVAT, Tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party Cutia to the receiving Party Foamix under this Agreement (“Withholding Taxes”including pursuant to Section 8.1 and Section 8.2). If Withholding Taxes are imposed on To the extent Cutia is required to deduct and withhold taxes from any payment under this Agreement222330578 v11 to Foamix, Cutia shall pay the liability for amounts of such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes taxes to the proper taxing authority, Governmental Authority in a timely manner and (iii) send proof promptly transmit to Foamix an official tax certificate or other evidence of payment such withholding sufficient to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide enable the other Party with) to claim such payment of taxes from any certification, identification or other reporting requirements applicable Government Authority. Foamix shall use Commercially Reasonable Efforts to provide Cutia any tax forms that may be reasonably necessary in order for the paying Party Cutia not to not withhold Withholding Taxes tax or to withhold Withholding Taxes tax at a reduced rate under an applicable bilateral income tax treatytreaty to the extent Foamix is able to do so. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable LawsLaw, of Withholding Taxes withholding taxes, VAT or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding tax or VAT. Specifically, in the cost event that any tax has been withheld upon a payment made under this Agreement and been remitted by Cutia to a Governmental Authority, if requested by Cutia and if, and for so long as, the Parties acting in good faith mutually agree that there is a reasonable prospect of successfully obtaining a refund of such Withholding Taxes under this Section 16.5(d) tax, then Cutia may, at its sole cost and expense, seek a refund of such tax from the proper Governmental Authority. Foamix shall reasonably cooperate with Cutia in the pursuit of such tax refund (Tax Cooperation). Notwithstanding the foregoingincluding, if as a result of any assignment required by Law or sublicense by the paying Partyapplicable Governmental Authority, permitting Cutia to seek such tax refund in Foamix’s name and participating in any change application or appeal that requires that Foamix be the party applying for such tax refund, solely with Foamix’s prior written consent); provided that, (i) Cutia shall assume responsibility for direct payment of lawyers’ and other advisors’ fees and any other costs associated with seeking such refund, and (ii) to the extent that Foamix is ever the party making such payment, Cutia agrees that forthwith upon presentation by Foamix of the applicable invoice(s), Cutia shall refund Foamix’s reasonable expenses in cooperating in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount pursuit of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) andtax refund.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to shall cooperate with one another in accordance with Applicable Law and use commercially reasonable best efforts to avoid or reduce, to the extent permitted by Applicable Laws, minimize Tax withholding or similar obligations in respect of equity investment, royalties, milestone payments, and other payments made by the paying each Party to the receiving other Party under this Agreement Agreement. To the extent either Party (the “Withholding TaxesPaying Party”). If Withholding ) is required to deduct and withhold Taxes are imposed on any payment under this Agreementto the other Party (the “Recipient”), the liability for such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Paying Party shall (ia) deduct or withhold pay the full amount of such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authorityGovernmental Body in a timely manner, and (iiib) send proof of payment promptly transmit to the receiving Recipient an official tax certificate or other evidence of such payment sufficient to enable the Recipient to claim such payment of Taxes on the Recipient’s applicable tax returns. The [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. Paying Party within thirty (30) days following such payment. If and shall provide the Recipient with advance notice prior to withholding any Taxes from payments payable to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party Recipient and shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Recipient with a reasonable period of time to claim an exemption or reduction in otherwise applicable Taxes. The Recipient shall provide the Paying Party with) any certification, identification tax forms or other reporting requirements documents that may be reasonably necessary in order for the paying Paying Party to not withhold Withholding Taxes Tax or to withhold Withholding Taxes Tax at a reduced rate under an applicable bilateral income tax treaty, to the extent the Paying Party is legally able to do so. The Recipient shall promptly provide any such tax forms or other documents to the Paying Party upon the Paying Party’s request. Each Party shall provide the other with commercially reasonable assistance and cooperation to enable the recoveryrecovery or refund, as permitted by Applicable LawsLaw, of Withholding withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery or refund to be for the benefit of the Party bearing the cost of such Withholding Taxes withholding Tax under this Section 16.5(d) 7.8 (Tax CooperationTaxes). Notwithstanding In addition, the foregoing, if Parties shall cooperate in accordance with Applicable Law to minimize indirect Taxes (such as a result VAT) in connection with this Agreement. In the event of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws inconsistency between this Section 7.8 (Taxes) and Section 7.9 (VAT Credits) with respect to Withholding Taxes VAT, Section 7.9 (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party VAT Credits) shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) andtake precedence.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party Roivant to the receiving Party TheraVida under this Agreement (“Withholding Taxes”)Agreement. If Withholding Taxes withholding taxes are imposed on any payment under this Agreementsuch payment, the liability for such Withholding Taxes taxes shall be the sole responsibility of the receiving PartyTheraVida, and the paying Party Roivant shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving PartyTheraVida, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party TheraVida within thirty (30) days [***] following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for the paying Party Roivant to not withhold Withholding Taxes Tax or to withhold Withholding Taxes Tax at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. Confidential EXECUTION VERSION recovery, as permitted by Applicable Laws, of Withholding withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of TheraVida as the Party bearing the cost of such Withholding Taxes withholding Tax under this Section 16.5(d8.9(b) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying PartyRoivant, any change in the paying PartyRoivant’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party Roivant to comply with Applicable Laws with respect to Withholding withholding Taxes (including filing or record retention requirements), Withholding withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party Roivant shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party TheraVida so that the receiving Party TheraVida receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If , except to the extent that such Incremental Withholding Taxes would not have been imposed but for the failure of TheraVida to comply with any certification, identification or other reporting requirements if such compliance is required or imposed by Applicable Law as a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) andprecondition to an exemption from, or reduction in, such Incremental Withholding Taxes.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax reduce tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying a Party to the receiving other Party under this Agreement (“Withholding Taxes”)Agreement. If Withholding Taxes are imposed To the extent such paying Party is required to deduct and withhold taxes on any payment under this Agreementto the other Party, such paying Party shall pay the liability for amounts of such Withholding Taxes shall be taxes to the sole responsibility of the receiving Partyproper Governmental Authority in a timely manner, and the paying sum payable to such other Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and be increased to the extent the paying Party failed necessary to retain Withholding Taxes (e.g. because the Parties assumed ensure that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the such other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for the paying Party to not withhold Withholding Taxes or to withhold Withholding Taxes at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of Withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition withholding tax. Notwithstanding the foregoing, if the paying Party is obliged to pay withholding taxes and the other Party reasonably foresees that it will be able to utilize as a tax credit any amounts withheld or deducted by such paying Party, such other Party shall immediately so notify and, upon such notice, with respect to the amount in question, such paying Party will be released from the obligation to increase the amount pursuant to this Section 11.11. Such other Party shall provide such paying Party any tax forms that may be reasonably necessary in order for such paying Party to not withhold tax or to withhold tax at a reduced rate under an applicable bilateral income tax treaty, to the extent legally able to do so. Such other Party shall use reasonable efforts to provide any such tax forms to such paying Party in advance of Incremental Withholding Taxesthe due date. If Each Party shall provide the other with reasonable assistance (i) to enable the recovery, as permitted by Law, of withholding taxes or similar obligations resulting from payments made under this Agreement and (ii) in connection with any audit by any tax authority relating to this Agreement. In the event the paying Party increased the amount of its payment to the other Party to account for any withholding tax, and such other Party later utilizes any such amount withheld by such paying Party to achieve any tax saving for the benefit of such other Party in the form of a tax deduction, such other Party makes a shall notify such paying Party in writing of the amount of such tax saving and such paying Party shall have the right to credit such amount of tax saving against its future payment obligations to such other Party. [ * ] = Certain confidential information contained in accordance with the sentence above this document, marked by brackets, has been omitted because it is both (gross-upi) not material and (“Tax Payment”ii) andwould likely cause competitive harm if publicly disclosed.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to reasonably cooperate with one another and use commercially reasonable efforts to avoid or reduceefforts, to the extent permitted by Applicable Lawsapplicable Law, Tax to avoid or reduce tax withholding or similar obligations in respect of royaltiesthe milestone payments, milestone royalty payments, and other payments made by one Party (the paying Party “Paying Party”) to the receiving other Party (the “Paid Party”) under this Agreement (“Withholding Taxes”)Agreement. If Withholding Taxes are imposed To the extent that a Paying Party is required by applicable Laws to deduct and withhold taxes on any payment under this Agreementto the other Party, the liability for such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Paying Party shall (i) deduct or withhold pay the amounts of such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes taxes to the proper taxing authority, Government Authority in a timely manner and (iii) send proof of payment promptly transmit to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification an official tax certificate or other reporting requirements evidence of such payment sufficient to enable Eyenovia to claim such payment of taxes. The Paid Party shall provide the Paying Party any tax forms that may be reasonably necessary in order for the paying Paid Party to not withhold Withholding Taxes tax or to withhold Withholding Taxes tax at a reduced rate under an applicable bilateral income tax treatytreaty or other applicable Law, to the extent legally able to do so, and the Paid Party shall use reasonable efforts to provide any such tax forms to the Paying Party reasonably in advance of any applicable due date. Each The Paying Party shall provide the other Paid Party with commercially reasonable assistance to enable the Paid Party’s recovery, refund, or credit, as permitted by Applicable applicable Laws, of Withholding Taxes withholding taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Paid Party. The Paying Party bearing shall have the cost of right to deduct any such Withholding Taxes under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoingtax, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the paymentlevy, or charge actually paid from any failure on payment due to the part of Paid Party. Each Party agrees to use reasonable efforts to assist the paying other Party in claiming exemption from such deductions or withholdings under double taxation or similar agreement or treaty from time to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for time in force and in minimizing the amount of such Incremental Withholding Taxes and shall increase the amounts payable required to the receiving Party be so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) andwithheld or deducted.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another in accordance with Applicable Laws and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, minimize Tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying each Party to the receiving other Party under this Agreement Agreement. To the extent either Party (the “Withholding TaxesPaying Party”). If Withholding ) is required to deduct and withhold Taxes are imposed on any payment under this Agreementto the other Party (the “Recipient”), the liability for such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Paying Party shall (i) deduct or withhold pay the amount of such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, Governmental Authority in a timely manner; and (iiiii) send proof of payment promptly transmit to the receiving Recipient an official tax certificate or other evidence of such payment sufficient to enable the Recipient to claim such payment of Taxes on the Recipient’s applicable tax returns. The Paying Party within thirty (30) days following such payment. If and shall provide the Recipient with advance notice prior to withholding any Taxes from payments payable to the extent Recipient and shall provide [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the paying Party failed Securities and Exchange Commission pursuant to retain Withholding Taxes (e.g. because Rule 24b-2 of the Parties assumed that Withholding Taxes will not be imposed) Securities Exchange Act of 1934, as amended. the Recipient with a commercially reasonable period of time to claim an exemption or if Withholding Taxes are imposed on “deemed payments” the receiving Party reduction in otherwise applicable Taxes. The Recipient shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Paying Party with) any certification, identification or other reporting requirements tax forms that may be reasonably necessary in order for the paying Paying Party to not withhold Withholding Taxes Tax or to withhold Withholding Taxes Tax at a reduced rate under an applicable bilateral income tax treaty, to the extent the Paying Party is legally able to do so. The Recipient shall use reasonable efforts to provide any such tax forms to the Paying Party in advance of the due date. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of Withholding withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Paying Party if the Paying Party is the Party bearing the cost of such Withholding Taxes withholding Tax under this Section 16.5(d) (Tax Cooperation)9.9. Notwithstanding In addition, the foregoing, if as a result of any assignment or sublicense by the paying Party, any change Parties shall cooperate in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply accordance with Applicable Laws with respect to Withholding minimize indirect Taxes (including filing or record retention requirements)such as value added tax, Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding sales tax, consumption tax and other similar Taxes”)) in connection with this Agreement. In the event of any inconsistency between this Section 9.9(b) and Section 9.10, then the paying Party Section 9.10 shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) andtake precedence.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party Roivant to the receiving Party TheraVida under this Agreement (“Withholding Taxes”)Agreement. If Withholding Taxes withholding taxes are imposed on any payment under this Agreementsuch payment, the liability for such Withholding Taxes taxes shall be the sole responsibility of the receiving PartyTheraVida, and the paying Party Roivant shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving PartyTheraVida, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party TheraVida within thirty (30) days [***] following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for the paying Party Roivant to not withhold Withholding Taxes Tax or to withhold Withholding Taxes Tax at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Confidential EXECUTION VERSION recovery, as permitted by Applicable Laws, of Withholding withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of TheraVida as the Party bearing the cost of such Withholding Taxes withholding Tax under this Section 16.5(d8.9(b) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying PartyRoivant, any change in the paying PartyRoivant’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party Roivant to comply with Applicable Laws with respect to Withholding withholding Taxes (including filing or record retention requirements), Withholding withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party Roivant shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party TheraVida so that the receiving Party TheraVida receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If , except to the extent that such Incremental Withholding Taxes would not have been imposed but for the failure of TheraVida to comply with any certification, identification or other reporting requirements if such compliance is required or imposed by Applicable Law as a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) andprecondition to an exemption from, or reduction in, such Incremental Withholding Taxes.

Tax Cooperation. The Parties agree to shall use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts on all Tax matters with respect to avoid or reducethis Agreement, including to manage, to the extent permitted by Applicable Laws, Tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party Axovant to the receiving Party under this Agreement (“Withholding Taxes”). If Withholding Taxes are imposed on any payment Benitec under this Agreement. In this connection, the liability Parties agree that this Agreement is intended to be and shall be treated as a license of the Benitec Technology for all Tax purposes and shall take that position unless otherwise required by a Governmental Authority. The Parties acknowledge and agree that the Upfront Payment described in Section 8.1 (Upfront Payment) shall be sourced to Switzerland, is not subject to any withholding Taxes, and shall take these positions unless otherwise required by a Governmental Authority. The Parties acknowledge and agree that the reimbursement costs [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED 41 described in Section 8.2 (Reimbursement of Benitec Costs) are not subject to any withholding Taxes and shall take that position unless otherwise required by a Governmental Authority. The Parties shall cooperate in good faith (1) to determine the source of payments made by Axovant to Benitec pursuant to this Agreement for Tax purposes; (2) to determine the appropriate amount of withholding Taxes that apply to such Withholding Taxes payments under Applicable Laws; and (3) to determine and apply, to the extent permitted under Applicable Laws, arrangements or positions that will minimize the incidence of withholding Taxes. At least [***] prior to any payment, Axovant shall notify Benitec in writing of its determination of where it believes such payment should be sourced for Tax withholding and reporting purposes. If Benitec disagrees with Axovant’s determination, Benitec may, within [***] after receipt of the determination, deliver a notice (“Benitec Notice”) of its determination as to where such payment should be sourced. If the Benitec Notice is duly delivered, Axovant and Benitec will, during the [***] following such delivery, work together in good faith to reach agreement on sourcing. If Axovant and Benitec are unable to reach such agreement, they will promptly thereafter submit the sourcing determination for resolution to an independent accountant from one of the Big Four accounting firms that is not being used by either Party (and if the Parties cannot agree on the selection it shall be the sole responsibility first Big Four accounting firm in this order that is not being used by a Party: PwC, KPMG, Deloitte and Ernst & Young) and will instruct the independent accountant to make a determination regarding sourcing as promptly as practicable, and in any event within [***] after the date on which such dispute is referred to the independent accountant (or such longer period as the independent accountant may reasonably require, and should a longer period be required and extend beyond the payment date, such longer period shall extend the date of payment). The costs, fees and expenses of the receiving Partyindependent accountant shall be borne equally between Axovant and Benitec. The sourcing determination of Axovant, if no Benitec Notice has been timely given, the sourcing determination agreed to by the Parties or the sourcing determination made by the independent accountant (the “Final Sourcing Determination”), will be conclusive and binding on the paying Party shall Parties. The Parties agree to (iand will cause their respective Affiliates to) deduct report, act and file in accordance with the Final Sourcing Determination in any relevant Tax returns or withhold such Withholding Taxes from Tax filings. The Parties will promptly advise one another of the payment made existence of any Tax audit, controversy, litigation or other Tax proceeding related to the receiving PartyFinal Sourcing Determination. None of the Parties will take any position (whether on any Tax returns, (iiin any Tax proceeding or otherwise with respect to Taxes) timely pay such Withholding Taxes to that is inconsistent with the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and Final Sourcing Determination except to the extent required pursuant to a “determination” within the paying Party failed meaning of Section 1313(a) of the Code (or any analogous provision of state, local or non-United States Law). Notwithstanding anything to retain Withholding the contrary, in no event shall the Parties be required to alter or otherwise modify the manner in which research, development, manufacturing, commercialization or any other business activities with respect to the Compounds and/or the Licensed Products are conducted in order to satisfy any obligations in this Section 8.10(b) (Tax Cooperation) or Section 8.10(c) (Tax Withholding). Notwithstanding anything to the contrary, Benitec shall indemnify and hold harmless Axovant and its Affiliates for any and all Taxes (e.g. because including any associated penalties and interest) required by Applicable Law to be withheld or otherwise deducted with respect to payments made by Axovant to Benitec pursuant to this Agreement and any out-of-pocket costs incurred by Axovant with respect to such indemnification (including any such costs incurred in connection with any Tax audit, controversy, litigation or other Tax proceeding related to such Taxes), except to the Parties assumed extent that Withholding any such Taxes will not be imposed(including any associated interest and penalties) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall were directly incurred as a result of Axovant’s failure to comply with (or provide the other Party with) any certification, identification or other reporting requirements that may be reasonably necessary procedures for determining the source of each payment as set forth in order for the paying Party to not withhold Withholding Taxes or to withhold Withholding Taxes at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of Withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d8.10(b) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) and[***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid reduce or reduceeliminate tax withholding, to the extent permitted by Applicable LawsIndirect Taxes, Tax withholding or similar obligations in respect of royaltiesNet Profit, milestone payments, royalties and other payments made by the paying one Party to the receiving Party other under this Agreement Agreement. Without limiting the generality of the foregoing, to the extent that a Party (or its assignee) (the “Withholding TaxesPaying Party”). If Withholding Taxes are imposed ) is required by Applicable Law to deduct and withhold taxes on any payment due to the other Party (or its assignee) (the “Payee Party”) under this Agreement, the liability for Paying Party shall provide [*] Business Days’ notice of such Withholding Taxes shall be intention to withhold to the sole responsibility of the receiving Payee Party, and the paying Payee Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the Paying Party any tax forms and other Party with) any certification, identification or other reporting requirements information that may be reasonably necessary in order for the paying Party not to not withhold Withholding Taxes tax or to withhold Withholding Taxes tax at a reduced rate under an applicable bilateral income tax treaty. The Payee Party shall provide any such tax forms to the Paying Party at least [*] Business Days prior to the due date for any payment for which the Payee Party desires that the Paying Party apply a reduced withholding rate. All payments payable under this Agreement are exclusive of Indirect Taxes. If any Indirect Taxes are chargeable in respect of any payments made under this Agreement, the Paying Party shall pay such Indirect Taxes at the applicable rate in respect of such payments following receipt, where applicable, of an Indirect Taxes invoice in the appropriate form issued by the Payee Party in respect of those payments. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable LawsLaw, of Withholding Taxes withholding taxes, Indirect Taxes, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation)withholding tax or Indirect Tax. Notwithstanding the foregoingFor clarity, if as a result of any assignment or sublicense by the paying Partysuch withholding taxes, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) andIndirect

Tax Cooperation. The Parties agree (a) Purchaser and Seller shall furnish to use commercially reasonable efforts to cooperate with one another each other, upon request, as promptly as practicable, such information and use commercially reasonable efforts to avoid or reduce, assistance relating to the extent permitted by Applicable Laws, Tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party to the receiving Party under this Agreement (“Withholding Taxes”). If Withholding Taxes are imposed on any payment under this AgreementCompanies, the liability Business and the Purchased Assets (including access to books and records) as is reasonably necessary for such Withholding Taxes shall be the sole responsibility filing of all Tax Returns, the receiving Partymaking of any election relating to Taxes, the preparation for any audit by any Taxing Authority, and the paying Party prosecution or defense of any Action relating to any Tax. The party requesting any such information shall bear all of the reasonable out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for salaries and employee benefits) reasonably incurred in connection with providing such information. Except with respect to information that is generally available to the public, the party requesting such information shall (ia) deduct hold all such information in the strictest confidence, except as required by applicable Law or withhold such Withholding Taxes from the payment made to the receiving Partywhich must be disclosed in connection with any audit or taxing authority inquiry, (iib) timely pay disseminate such Withholding Taxes information only to its Representatives who have been advised of the proper taxing authorityconfidential nature of such information, and only on an as-needed basis, and (iiic) send proof take all steps necessary to cause its officers, directors, employees and Representatives to comply with the terms and conditions of payment this Section 7.02. Purchaser and Seller shall retain all books and records with respect to Taxes pertaining to the Purchased Assets for a period of seven years following the Closing. At least 45 days prior to destroying or disposing of any such books or records, Purchaser or Seller (as applicable) shall notify the other party of such planned destruction or disposition and, if so requested by the other party within 30 days after receiving Party within thirty (30) days following such payment. If notice and at the cost and expense of the other party, shall transfer to the extent other party any or all of such books and records instead of destroying or disposing of them. Purchaser and Seller shall cooperate with each other in the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for conduct of any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification audit or other reporting requirements that may be reasonably necessary in order for proceeding relating to Taxes involving the paying Party to not withhold Withholding Taxes Companies, the Purchased Assets or to withhold Withholding Taxes at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of Withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation)Business. Notwithstanding the foregoing, if as a result Purchaser shall not have access to any books, records, Tax Returns or other information of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would Seller not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable related exclusively to the receiving Party so that Companies, the receiving Party receives a sum equal to Purchased Assets or the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) andBusiness.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax reduce tax withholding or similar obligations in respect of royalties, milestone payments, royalties and other payments made by the paying a Party to the receiving other Party under this Agreement (“Withholding Taxes”)Agreement. If Withholding Taxes are imposed To the extent such paying Party is required to deduct and withhold taxes on any payment under this Agreementto the other Party, such paying Party shall pay the liability for amounts of such Withholding Taxes shall be taxes to the sole responsibility of the receiving Partyproper Governmental Authority in a timely manner, and the paying sum payable to such other Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and be increased to the extent the paying Party failed necessary to retain Withholding Taxes (e.g. because the Parties assumed ensure that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the such other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for the paying Party to not withhold Withholding Taxes or to withhold Withholding Taxes at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of Withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition withholding tax. Notwithstanding the foregoing, if the paying Party is obliged to pay withholding taxes and the other Party reasonably foresees that it will be able to utilize as a tax credit any amounts withheld or deducted by such paying Party, such other Party shall immediately so notify and, upon such notice, with respect to the amount in question, such paying Party will be released from the obligation to increase the amount pursuant to this Section 5.6. Such other Party shall provide such paying Party any tax forms that may be reasonably necessary in order for such paying Party to not withhold tax or to withhold tax at a reduced rate under an applicable bilateral income tax treaty, to the extent legally able to do so. Such other Party shall use reasonable efforts to provide any such tax forms to such paying Party in advance of Incremental Withholding Taxesthe due date. If Each Party shall provide the other with reasonable assistance (i) to enable the recovery, as permitted by Law, of withholding taxes or similar obligations resulting from payments made under this Agreement and (ii) in connection with any audit by any tax authority relating to this Agreement. In the event the paying Party increased the amount of its payment to the other Party to account for any withholding tax, and such other Party later utilizes any such amount withheld by such paying Party to achieve any tax saving for the benefit of such other Party in the form of a tax deduction, such other Party makes a shall notify such paying Party in writing of the amount of such tax saving and such paying Party shall have the right to credit such amount of tax saving against its future payment in accordance with the sentence above (gross-up) (“Tax Payment”) andobligations to such other Party.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another in accordance with Applicable Law and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, minimize Tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying each Party to the receiving other Party under this Agreement Agreement. Except as set forth under Section 8.12.5 (VAT Credits), to the extent either Party (the “Withholding TaxesPaying Party”). If Withholding ) is required to deduct and withhold Taxes are imposed on any payment under this Agreementto the other Party (the “Recipient”), the liability for such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Paying Party shall (i) may deduct any withholding tax required to pay or withhold such Withholding Taxes on behalf of BioCryst from the payment made payments pursuant to this Agreement as long as Paying Party will (a) pay the receiving Party, (ii) timely pay amount of such Withholding Taxes to the proper taxing authorityGovernmental Authority in a timely manner, and (iiib) send proof of payment promptly transmit to the receiving Recipient an official tax certificate or other evidence of such payment sufficient to enable the Recipient to claim such payment of Taxes on the Recipient’s applicable tax returns. To the extent practicable, the Paying Party within thirty (30) days following such payment. If and will provide the Recipient with advance notice prior to withholding any Taxes from payments payable to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes Recipient and will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Recipient with a commercially reasonable period of time to claim an exemption or reduction in otherwise applicable Taxes. The Recipient will provide the Paying Party with) any certification, identification or other reporting requirements tax forms that may be reasonably necessary in order for the paying Paying Party to not withhold Withholding Taxes Tax or to withhold Withholding Taxes Tax at a reduced rate under an applicable bilateral income tax treaty, to the extent the Paying Party is legally able to do so. The Recipient will use reasonable efforts to provide any such tax forms to the Paying Party in advance of the due date. Each Party shall will provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable LawsLaw, of Withholding withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Paying Party if the Paying Party is the Party bearing the cost of such Withholding Taxes withholding Tax under this Section 16.5(d) 8.12 (Tax CooperationTaxes). Notwithstanding In addition, the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment Parties will cooperate in accordance with Applicable Law to minimize indirect Taxes (such as VAT, sales tax, consumption tax, and other similar Taxes) in connection with this Agreement. In the sentence above event of any inconsistency between this Section 8.12 (gross-upTaxes) and Section 8.12.5 (VAT Credits), Section 8.12.5 (VAT Credits) will take precedence. For the avoidance of doubt, any payments delayed by the Paying Party in order to allow the Recipient to claim an exemption or reduction in otherwise applicable Taxes will not be subject to Section 8.10 (Late Payments). Certain information has been omitted from this exhibit in places marked “Tax Payment”) and[***]” because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.

Tax Cooperation. The Parties agree To the extent any Party is required to use commercially reasonable efforts to cooperate with one another deduct and use commercially reasonable efforts to avoid or reduce, withhold taxes on any payment to the extent permitted by Applicable Lawsother Party, Tax such Party shall pay the amounts of such taxes to the proper Governmental Authority in a timely manner and promptly transmit to the other Party an official tax certificate or other evidence of such withholding or similar obligations in respect sufficient to enable such other Party to claim such payment of royalties, milestone payments, and taxes. The other payments made by Party shall provide the paying Party to the receiving Party under this Agreement (“Withholding Taxes”). If Withholding Taxes are imposed on any payment under this Agreement, the liability for such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements forms that may be reasonably necessary in order for the [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. paying Party not to not withhold Withholding Taxes tax or to withhold Withholding Taxes tax at a reduced rate under an applicable law or bilateral income tax treaty. Notwithstanding anything to the contrary, the paying Party shall determine, at its sole discretion, as to whether any such withholding is required by Applicable Laws. Each Party shall provide the other with commercially reasonable assistance to enable the recoveryrecovery or exemption, as permitted by Applicable applicable Laws, of Withholding Taxes withholding taxes, value added taxes, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation)withholding tax or value added tax. Notwithstanding the foregoingFor clarity, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would Medivation shall not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (any gross-up) (“Tax Payment”) andup of withholding tax required to be deducted from any payments to CureTech related to this Agreement.

Tax Cooperation. The Without limiting Section 8.9(b), the Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid reduce or reduce, to the extent permitted by Applicable Laws, eliminate Tax withholding Withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party Terns to the receiving Party Genfit under this Agreement (“Withholding Taxes”including pursuant to Sections 8.1, 8.2, 8.3, and 8.4). If Withholding Taxes are imposed on To the extent Terns is required to make any Tax Withholdings for any payment under this Agreementto Genfit, Terns shall pay the liability for amounts of such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes taxes to the proper taxing authority, Governmental Authority in a timely manner and (iii) send proof of payment promptly transmit to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the Genfit an official tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification certificate or other reporting requirements evidence of such withholding sufficient to enable Genfit to claim such payment of taxes from any applicable Government Authority. Genfit shall provide Terns any tax forms or other similar documentation that may be reasonably necessary in order for the paying Party Terns not to not withhold Withholding Taxes make any Tax Withholdings or to withhold Withholding Taxes make Tax Withholdings at a reduced rate under an applicable bilateral income tax treaty, and shall update such forms and documentation from time to time as necessary to reflect changes in facts. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable applicable Laws, of Withholding Taxes Tax Withholdings, VAT or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding tax or VAT. Specifically, in the cost event that any tax has been withheld upon a payment made under this Agreement or has otherwise been remitted to a Governmental Authority, if requested by Terns and if, and for so long as, the Parties acting in good faith mutually agree that there is a reasonable prospect of successfully obtaining a refund of such Withholding Taxes tax, then Genfit shall, at Terns’ sole cost and expense, seek a refund of such tax from the proper Governmental Authority. In the event that any taxes withheld or reimbursed by Terns under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense 8.9 are subsequently refunded to Genfit by the paying Partyappropriate Governmental Authority, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party Genfit shall be solely responsible for pay over the amount of such Incremental Withholding refund, less any cash Taxes and shall increase the amounts payable attributable to the receiving Party so receipt thereof and any reasonable expenses incurred by Genfit in obtaining such refund. Genfit agrees to reasonably cooperate with Terns and its Affiliates in the pursuit of such tax refund (including, if required by applicable Laws or by the applicable Governmental Authority, permitting Terns to seek such tax refund in Genfit’s name and participating in any application or appeal that requires that Genfit be the receiving Party receives a sum equal party applying for such tax refund, solely with Genfit’s prior written consent); provided that, Terns agrees to the sum which it would have received had there been no assume responsibility for direct payment of lawyers’ and other advisors’ fees and any other costs associated with seeking such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) andrefund.

Tax Cooperation. The Without limiting Sections 8.11(b) and 8.11(c), the Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid reduce or reduce, to the extent permitted by Applicable Laws, eliminate Tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party 3D Medicines to the receiving Party Aravive under this Agreement (“Withholding Taxes”including pursuant to Sections 8.1, 8.2, 8.3, 8.4, 8.5, and 8.6). If Withholding Taxes are imposed on To the extent 3D Medicines is required to make any Tax withholdings for any payment under this Agreementto Aravive, 3D Medicines shall pay the liability for amounts of such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, Governmental Authority in a timely manner and (iii) send proof of payment promptly transmit to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the Aravive an official tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification certificate or other reporting requirements evidence of such withholding sufficient to enable Aravive to claim such payment of taxes from any applicable Government Authority. Aravive shall provide 3D Medicines any tax forms or other similar documentation that may be reasonably necessary in order for the paying Party 3D Medicines not to not withhold Withholding Taxes make any Tax withholdings or to withhold Withholding Taxes make Tax withholdings at a reduced rate under an applicable bilateral income tax treaty, and shall update such forms and documentation from time to time as necessary to reflect changes in facts. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable applicable Laws, of Withholding Taxes Tax withholdings, VAT or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding Tax or VAT. Specifically, in the cost event that any Tax has been withheld upon a payment made under this Agreement or has otherwise been remitted to a Governmental Authority, if requested by one Party and if, and for so long as, the Parties acting in good faith mutually agree that there is a reasonable prospect of successfully obtaining a refund of such Withholding Tax, then the other Party shall, at the first Party’s sole cost and expense, seek a refund of such Tax from the proper Governmental Authority. In the event that any Taxes withheld or reimbursed by one Party under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense 8.11 are subsequently refunded by the paying Partyappropriate Governmental Authority, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying such Party shall be solely responsible for pay over the amount of such Incremental Withholding refund, less any cash Taxes and shall increase the amounts payable attributable to the receiving receipt thereof and any reasonable expenses incurred by such Party so in obtaining such refund. Each Party agrees to reasonably cooperate with the other Party and its Affiliates in the pursuit of such tax refund (including, if required by applicable Laws or by the applicable Governmental Authority, permitting the other Party to seek such tax refund in the first Party’s name and participating in any application or appeal that requires that the receiving first Party receives a sum equal to be the sum which it would have received had there been no party applying for such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance Tax refund, solely with the sentence above (gross-up) (“Tax Payment”) andfirst Party’s prior written consent).

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax reduce tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party Astellas to the receiving Party Cytokinetics under this Agreement (“Withholding Taxes”)Agreement. If Withholding Taxes are imposed To the extent Astellas is required to deduct and withhold taxes on any payment under this Agreementto Cytokinetics, Astellas shall pay the liability for amounts of such Withholding Taxes shall be taxes to the sole responsibility of the receiving Partyproper Governmental Authority in a timely manner, and the paying Party sum payable to Cytokinetics shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and be increased to the extent the paying Party failed necessary to retain Withholding Taxes (e.g. because the Parties assumed ensure that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for the paying Party to not withhold Withholding Taxes or to withhold Withholding Taxes at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of Withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party Cytokinetics receives a sum equal to the sum which it would have received had there been no such imposition withholding tax. Notwithstanding the foregoing, if Astellas is obliged to pay withholding taxes and Cytokinetics reasonably foresees that it will be able to utilize as a tax credit any amounts withheld or deducted by Astellas, Cytokinetics shall immediately so notify and, upon such notice, with respect to the amount in question, Astellas will be released from the obligation to increase the amount pursuant to this Section 10.10. Cytokinetics shall provide Astellas any tax forms that may be reasonably necessary in order for Astellas to not withhold tax or to withhold tax at a reduced rate under an applicable bilateral income tax treaty, to the extent legally able to do so. Cytokinetics shall use reasonable efforts to provide any such tax forms to Astellas in advance of Incremental Withholding Taxesthe due date. If a Each Party makes a payment shall provide the other with reasonable assistance (i) to enable the recovery, as permitted by Law, of withholding taxes or similar obligations resulting from payments made under this Agreement and (ii) in accordance connection with any audit by any tax authority [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the sentence above (gross-up) (“Tax Payment”) andSecurities and Exchange Commission pursuant to rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Tax Cooperation. The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid reduce or reduce, to the extent permitted by Applicable Laws, eliminate Tax withholding Withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party Apollomics to the receiving Party GlycoMimetics under this Agreement (“Withholding Taxes”including pursuant to Sections 8.1, 8.2, 8.3, 8.4 and 8.6). If Withholding Taxes are imposed on To the extent Apollomics is required to deduct and withhold taxes from any payment under this Agreementto GlycoMimetics, Apollomics shall pay the liability for amounts of such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes taxes to the proper taxing authority, Governmental Authority in a timely manner and (iii) send proof promptly transmit to GlycoMimetics an official tax certificate or other evidence of payment such withholding sufficient to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide enable the other Party with) to claim such payment of taxes from any certification, identification or other reporting requirements applicable Government Authority. GlycoMimetics shall provide Apollomics any tax forms that may be reasonably necessary in order for the paying Party Apollomics not to not withhold Withholding Taxes tax or to withhold Withholding Taxes tax at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable LawsLaw, of Withholding Taxes withholding taxes, VAT or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding tax or VAT. Specifically, in the cost event that any tax has been withheld upon a payment made under this Agreement and been remitted by Apollomics to a Governmental Authority if requested by Apollomics and if, and for so long as, the Parties acting in good faith mutually agree that there is a reasonable prospect of successfully obtaining a refund of such Withholding Taxes under this Section 16.5(d) tax, then Apollomics may, at its sole cost and expense, seek a refund of such tax from the proper Governmental Authority. GlycoMimetics agrees to reasonably cooperate with Apollomics in the pursuit of such tax refund (Tax Cooperation). Notwithstanding the foregoingincluding, if as a result of any assignment required by Applicable Law or sublicense by the paying Partyapplicable Governmental Authority, permitting Apollomics to seek such tax refund in GlycoMimetics’ name and participating in any change application or appeal that requires that GlycoMimetics be the party applying for such tax refund,); provided that, (i) Apollomics agrees to assume responsibility for direct payment of lawyers’ and other advisors’ fees and any other costs associated with seeking such refund, and (ii) to the extent that GlycoMimetics is ever the party making such payment, Apollomics agrees that forthwith upon presentation by GlycoMimetics of the applicable invoice(s), Apollomics shall refund GlycoMimetics’ reasonable expenses in cooperating in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount pursuit of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) andtax refund.