German Tax Indemnity. The German Borrower shall (within the later of # 10 days of demand therefor and # three (3[[Holdings:Organization]] Business Days before the relevant loss, liability or cost will be suffered[[Holdings:Organization]] pay to a German Lender or the Administrative Agent an amount equal to the loss, liability or cost that such German Lender or the Administrative Agent (as applicable[[Holdings:Organization]] determines in its reasonable discretion has been (directly or indirectly[[Holdings:Organization]] suffered by such German Lender or the Administrative Agent, as applicable, for or on account of any Tax in respect of the German Facility. Notwithstanding the foregoing, this Section 3.02(II[[Holdings:Organization]](d[[Holdings:Organization]] shall not apply:

German Tax Credit. If the German Borrower makes a German Tax Payment and the relevant Lender determines that:

German Tax Indemnity. The German Borrower shall (within the later of # 10 days of demand therefor and # three (3) Business Days before the relevant loss, liability or cost will be suffered) pay to a German Lender or the Administrative Agent an amount equal to the loss, liability or cost that such German Lender or the Administrative Agent (as applicable) determines in its reasonable discretion has been (directly or indirectly) suffered by such German Lender or the Administrative Agent, as applicable, for or on account of any Tax in respect of the German Facility. Notwithstanding the foregoing, this [Section 3.02(II)(d)] shall not apply:

The Participant agrees to indemnify and keep indemnified the Company, any Subsidiary and the Participant’s employing company, if different, from and against any liability for or obligation to pay any Tax Liability (a “Tax Liability” being any liability for income tax, withholding tax and any other employment related taxes or social security contributions in any jurisdiction) that is attributable to # the grant or exercise of, or any benefit derived by the Participant from, the Option, # the acquisition by the Participant of the Shares on exercise of the Option or # the disposal of any Shares.

German Withholding Tax. The Parties acknowledge that payments to Poseida with respect to the rights in Germany granted to Roche under this Agreement may be subject to # German income tax pursuant to [sec. 49] para. 1 German Income Tax Act and # withholding tax pursuant to [sec. 50a] para. 1 German Income Tax Act (the “German WHT Requirement”). Without limiting anything in this [Article 9], the following shall apply:

German Tax Credit. If the German Borrower makes a German Tax Payment and the relevant Lender determines that:

German Tax Indemnity. The German Borrower shall (within the later of # 10 days of demand therefor and # three (3) Business Days before the relevant loss, liability or cost will be suffered) pay to a German Lender or the Administrative Agent an amount equal to the loss, liability or cost that such German Lender or the Administrative Agent (as applicable) determines in its reasonable discretion has been (directly or indirectly) suffered by such German Lender or the Administrative Agent, as applicable, for or on account of any Tax in respect of the German Facility. Notwithstanding the foregoing, this [Section 3.02(II)(d)] shall not apply:

German Tax Indemnity. The German Borrower shall (within the later of # 10 days of demand therefor and # three (3) Business Days before the relevant loss, liability or cost will be suffered) pay to a German Lender or the Administrative Agent an amount equal to the loss, liability or cost that such German Lender or the Administrative Agent (as applicable) determines in its reasonable discretion has been (directly or indirectly) suffered by such German Lender or the Administrative Agent, as applicable, for or on account of any Tax in respect of the German Facility. Notwithstanding the foregoing, this [Section 3.02(II)(d)] shall not apply:

German Tax Credit. If the German Borrower makes a German Tax Payment and the relevant Lender determines that:

German Tax Credit. If the German Borrower makes a German Tax Payment and the relevant Lender determines that: