Common use of Tax Withholding; Value-Added Tax Clause in Contracts

Tax Withholding; Value-Added Tax. Aegerion shall have the right to withhold from payments due hereunder any tax which Bayer is liable to under the appropriate tax laws and for the payments of which Aegerion is responsible. Bayer shall be sent tax receipts by Aegerion certifying the payments of the tax, so that Bayer may use it for claiming a credit on the tax payable by Bayer in Germany on such payments. No deduction shall be made or a reduced amount shall be deducted if Bayer furnishes a document from all required tax authorities to Aegerion sufficiently before the due date of the payments, certifying that the payments are exempt from tax or subject to a reduced tax rate according to the applicable convention for the avoidance of double taxation. Except for such withholding taxes and except for the personal corporate income tax of Bayer, any other taxes, assessments, fees and charges LICENSE AGREEMENT imposed against payments due to Bayer hereunder shall be borne by Aegerion. Besides the above said, both Parties will undertake commercially reasonable efforts to minimize the allover tax burden for each of the Parties. Value-added tax shall apply as legally required.