The term “Indirect Taxes” shall mean customs, duties, value added taxes, excise taxes, use taxes and sales taxes, consumption taxes and other similar taxes.

All payments provided for in this Agreement are exclusive of Indirect Taxes. If any Indirect Taxes are chargeable in respect of any such payments, the paying Party shall pay such Indirect Taxes at the applicable rate in respect of any such payments following the receipt, where applicable, of an Indirect Taxes invoice issued by the payee Party in respect of those payments. The Parties shall cooperate in good faith to minimize Indirect Taxes addressed in this Section 12.1 in accordance with Applicable Law.

Indirect Tax. All payments to be made by one Party to another Party, pursuant to the terms of this Agreement, are stated exclusive of Indirect Taxes. If any Indirect Taxes are chargeable in respect of such payments, the Party making shall payment shall pay such Indirect Taxes at the applicable rate following the receipt where applicable of an Indirect Taxes

Indirect Damages. Unless it has caused such damages or losses of the other party intentionally, neither party shall be liable to the other party for indirect, incidental, special, punitive or consequential loss or damages, or for loss of revenues, profits or data, arising out of performance under this Agreement, whether in contract or in tort or otherwise, even if such party has been advised of the possibility of such damages.

Indirect Exports. Borrowers acknowledge that, notwithstanding anything to the contrary provided for in any other provision of this Agreement or any Other Document, Indirect Exports not may be included as Items under this loan facility, and Export Related Accounts Receivable in connection with the sale of such Indirect Imports may not be included in the Formula Amount, except as and to the extent permitted by [Section 2.15] of the Export-Import Borrower Agreement.

Indirect Taxes. Except as otherwise provided in this [Section 5.4], each Party shall be liable for and shall pay the taxes which are imposed on it under Applicable Law arising from, or attributable to, any Payment.

Indirect Tax. All prices and amounts are exclusive of sales, use, GST, VAT, excise, and other taxes, duties or charges of a similar nature (such taxes “Indirect Taxes”) imposed by any federal, state, provincial, or local government, or other taxing authority. If any such Indirect Tax is chargeable, Licensee shall pay, or upon receipt of invoice from MSD, shall reimburse, these in addition to the sums otherwise payable, at the rate in force at the due time for payment or such other time as is stipulated under the relevant legislation. The Parties shall cooperate in accordance with Applicable Law to minimize any Indirect Taxes

Indirect Taxes. All payments are exclusive of value added taxes, sales taxes, consumption taxes and other similar taxes (the “Indirect Taxes”). If any Indirect Taxes are chargeable in respect of any payments, 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 receiving Party in respect of those payments. The Parties shall issue invoices for all amounts payable under this Agreement consistent with Indirect Tax requirements and irrespective of whether the sums may be netted for settlement purposes. If the Indirect Taxes originally paid or otherwise borne by the paying Party are in whole or in part subsequently determined not to have been chargeable, all necessary steps will be taken by the receiving Party to receive a refund of these undue Indirect Taxes from the applicable governmental authority or other fiscal authority and any amount of undue Indirect Taxes repaid by such authority to the receiving Party will be transferred to the paying Party within ​ of receipt. In the event that a government authority retroactively determines that a payment made by the paying Party to the receiving Party pursuant to this Agreement should have been subject to Indirect Taxes, and the receiving Party is required to remit such Indirect Taxes to the government authority, the receiving Party will have the right # to invoice the paying Party for such amount (which shall be payable by the paying Party within ​ of its receipt of such invoice) or # to pursue reimbursement by any other available remedy.

Indirect Means. Any act which Borrower is prohibited from doing shall not be done indirectly through a subsidiary or by any other indirect means.

Indirect Taxes. Notwithstanding anything to the contrary in this Agreement, all amounts stated herein are exclusive of any transfer, documentary, sales, use, stamp, registration, value- added, goods and services tax or other similar tax (each an “Indirect Tax”). The Parties shall cooperate to minimize any such applicable Indirect Taxes. To the extent Indirect Taxes are applicable with respect to the transactions, payments or the related transfer of rights or other property pursuant to the terms of this Agreement, the ​ any such Indirect Taxes imposed. ​.