Cooperation on Tax Matters. Buyer and Sellers will cooperate, as and to the extent reasonably requested by the other Party, in connection with the filing and preparation of Tax Returns pursuant to this ARTICLE 7 and any Proceeding related thereto. Such cooperation will include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer and Sellers will retain all books and records with respect to Tax matters pertinent to the Company Group relating to any Pre-Closing Tax Period until thirty (30) days after the expiration of the statute or period of limitations of the respective Tax periods, or, to the extent notified by Buyer, extensions thereof, and to abide by all record retention agreements entered into with any Governmental Body.

Cooperation on Tax Matters. Each Party shall cooperate fully, as and to the extent reasonably requested by any other Party, in connection with the preparation and filing of any Tax Return and any Action with respect to Taxes. Such cooperation shall include the retention and, upon request, the provision of records and information which are reasonably relevant to any such Tax Return or Action or any tax planning and shall also include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each Party further agrees, upon request, to use its commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including any Transfer Taxes).

Tax Cooperation. The Parties agree to cooperate with one another and use reasonable efforts to take all such action as shall avoid or reduce tax withholding or similar obligations in respect of any payments made by a Party to the other Party under this Agreement and take advantage of any applicable double taxation agreement or treaty. Eucure shall deliver to Tracon an Internal Revenue Service Form W-8BEN-E claiming the benefits of the income tax convention between the United States and The People’s Republic of [[Address B:Address]] within ​ after the Effective Date.

Tax Cooperation. Without limiting [Sections 8.11(b) and 8.11(c)])], the Parties agree to cooperate with one another and use reasonable efforts to reduce or eliminate Tax or similar obligations in respect of payments made by [[3D Medicines:Organization]] to [[Aravive:Organization]] under this Agreement (including pursuant to [Sections 8.1, 8.2, 8.3, 8.4, 8.5, and 8.6]6]6]6]6]6]). To the extent [[3D Medicines:Organization]] is required to make any Tax withholdings for any payment to [[Aravive:Organization]], [[3D Medicines:Organization]] shall pay the amounts of such Taxes to the proper Governmental Authority in a timely manner and promptly transmit to [[Aravive:Organization]] an official tax certificate or other evidence of such withholding sufficient to enable [[Aravive:Organization]] to claim such payment of taxes from any applicable Government Authority. [[Aravive:Organization]] shall provide [[3D Medicines:Organization]] any tax forms or other similar documentation that may be reasonably necessary in order for [[3D Medicines:Organization]] not to make any Tax withholdings or to 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 reasonable assistance to enable the recovery, as permitted by applicable Laws, of 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 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 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 8.11] are subsequently refunded by the appropriate Governmental Authority, such Party shall pay over the amount of such refund, less any cash Taxes attributable to the receipt thereof and any reasonable expenses incurred by such Party 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 first Party be the party applying for such Tax refund, solely with the first Party’s prior written consent).

Tax Cooperation. The Parties shall use Commercially Reasonable Efforts to cooperate with one another and shall 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 [[Nkarta:Organization]] to CRISPR under this Agreement. ​. To the extent that amounts are so withheld and paid to the proper taxing authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the persons with respect to whom such amounts were withheld. 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 [[Nkarta:Organization]] to not withhold Tax or to withhold 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 Laws, of withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be ​.

Tax Cooperation. The Parties agree to cooperate with one another and use reasonable efforts to avoid or reduce tax withholding or similar obligations in respect of the milestone payments, royalties and other payments made by Kite to Sangamo under this Agreement. To the extent Kite is required to deduct and withhold taxes on any payment to Sangamo, Kite shall pay the amounts of such taxes to the proper Governmental Authority in a timely manner and promptly transmit to Sangamo an official tax certificate or other evidence of such payment sufficient to enable Sangamo to claim such payment of taxes. Sangamo shall provide Kite any tax forms that may be reasonably necessary in order for Kite 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. Sangamo shall use reasonable efforts to provide any such tax forms to Kite in advance of the due date. Each Party shall also provide the other Party with reasonable assistance to enable the recovery, as permitted by Law, of withholding taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of Sangamo.

Tax Cooperation. The Parties agree to cooperate with one another and use reasonable efforts to avoid or reduce tax withholding or similar obligations in respect of any payments made by a Party to the other Party under this Agreement.

Tax Cooperation. The Parties agree to cooperate with one another and use reasonable efforts to reduce or eliminate Tax Withholding or similar obligations in respect of payments made by Apollomics to [[GlycoMimetics:Organization]] under this Agreement (including pursuant to Sections 8.1, 8.2, 8.3, 8.4 and 8.6). To the extent Apollomics is required to deduct and withhold taxes from any payment to [[GlycoMimetics:Organization]], Apollomics shall pay the amounts of such taxes to the proper Governmental Authority in a timely manner and promptly transmit to [[GlycoMimetics:Organization]] an official tax certificate or other evidence of such withholding sufficient to enable the other Party to claim such payment of taxes from any applicable Government Authority. [[GlycoMimetics:Organization]] shall provide Apollomics any tax forms that may be reasonably necessary in order for Apollomics not to withhold tax or to withhold tax at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with reasonable assistance to enable the recovery, as permitted by Applicable Law, of 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 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 tax, then Apollomics may, at its sole cost and expense, seek a refund of such tax from the proper Governmental Authority. [[GlycoMimetics:Organization]] agrees to reasonably cooperate with Apollomics in the pursuit of such tax refund (including, if required by Applicable Law or by the applicable Governmental Authority, permitting Apollomics to seek such tax refund in [[GlycoMimetics:Organization]]’ name and participating in any application or appeal that requires that [[GlycoMimetics:Organization]] be the party applying for such tax refund,); provided that, # Apollomics agrees to assume responsibility for direct payment of lawyers’ and other advisors’ fees and any other costs associated with seeking such refund, and # to the extent that [[GlycoMimetics:Organization]] is ever the party making such payment, Apollomics agrees that forthwith upon presentation by [[GlycoMimetics:Organization]] of the applicable invoice(s), Apollomics shall refund [[GlycoMimetics:Organization]]’ reasonable expenses in cooperating in the pursuit of such tax refund.

Tax Cooperation. The Parties agree to cooperate with one another and use reasonable efforts to avoid or reduce tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made under this Agreement. To the extent Ji Xing is obligated to deduct and withhold taxes on any payment to [[Cytokinetics:Organization]], ​. [[Cytokinetics:Organization]] shall provide Ji Xing any ​ under an applicable bilateral income tax treaty between the applicable countries within the Territory and the U.S. and countries in which [[Cytokinetics:Organization]] has operations. [[Cytokinetics:Organization]] shall use reasonable efforts to provide ​. At the request of [[Cytokinetics:Organization]], Ji Xing shall provide reasonable assistance and cooperation to enable the recovery, to the extent permitted by Applicable Laws, of withholding taxes or similar obligations resulting from payments made under this Agreement.

Tax Cooperation. Anteris shall use commercially reasonable efforts to inform vTv of any withholding tax obligation imposed by taxing authorities on payments due to vTv under this Agreement. The Parties agree to cooperate in good faith to provide one another with such documents and certifications as are reasonably necessary to enable the Parties to minimize or recover any withholding tax payment. Anteris may withhold and deduct any taxes required to be withheld and deducted from payments payable under this Agreement and any amounts withheld and deducted shall be treated as paid to vTv pursuant to this Agreement. Anteris shall deduct applicable taxes from payments due to vTv and such taxes shall be paid by Anteris to the proper taxing authority on behalf of vTv (evidence of which payment to such taxing authority shall be provided promptly by Anteris to vTv hereunder). Anteris shall be responsible for # all sales, use, value added and other transfer taxes (and related tax returns) applicable to payments and transactions under this agreement and # all customs duties, import tariffs, taxes, freight, insurance, inspection costs and the like attributed to or for the transport and importation of any Licensed Product under this Agreement. In the event that a Governmental Authority retroactively determines that a payment made by Anteris to vTv pursuant to this Agreement should have been subject to withholding or similar (or to additional withholding or similar) taxes, and Anteris remits such withholding or similar taxes to the Government Authority, including any interest and penalties that may be imposed thereon (together with the tax paid, the “Withholding Amount”), Anteris shall have the right to # offset the Withholding Amount against future payment obligations of Anteris under this Agreement, # invoice vTv for the Withholding Amount (which shall be payable by vTv within ​ days of its receipt of such invoice) or # pursue reimbursement by any other available remedy. Notwithstanding the foregoing, if Anteris takes action that changes the jurisdiction of the payor under this Agreement (including by assigning or transferring some or all of its rights and obligations to an entity in a different jurisdiction or itself changing jurisdictions) and if, solely as a result of such action, the withholding or deduction of tax required by Applicable Laws with respect to payments under this Agreement is increased, then any amount payable under this Agreement shall be increased to take into account such withheld taxes as may be necessary so that, after making all required withholdings (including withholdings on the withheld amounts), vTv receives an amount equal to the sum it would have received had no such increased withholding been made.