Income Tax Withholding. Assignor will pay any and all taxes levied on account of any payments made to it under this Agreement. If any taxes are required by law to be withheld by Assignee or an Affiliated Licensee from any payment made to Assignor under this Agreement, Assignee or such Affiliated Licensee shall notify Assignor in writing giving details
of the proposed withholding and shall cooperate with the Assignor in order to reduce or eliminate any such proposed withholding to the extent reasonably possible. If despite such cooperation any taxes are required by law to be withheld by Assignee or an Affiliated Licensee from any payment made to Assignor under this Agreement, Assignee or such Affiliated Licensee shall # deduct such taxes from the payment made to Assignor, # timely pay the taxes to the proper taxing authority, and # send proof of payment to Assignor and certify its receipt by the taxing authority within [ ] following such payment.
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