Sales Taxes and VAT. ​ shall bear any and all sales, use, VAT, transaction and transfer taxes and other similar charges (and any related interest and penalties) imposed on, or payable with respect to, such license or property; provided, however, that if Zai is required to withhold any Taxes (including withholding taxes as valued-added taxes), the provisions of [Section 9.8(c)] shall apply to such withheld VAT Taxes.

Sales Taxes and VAT. ​ shall bear any and all sales, use, VAT, transaction and transfer taxes and other similar charges (and any related interest and penalties) imposed on, or payable with respect to, such license or property; provided, however, that if Zai is required to withhold any Taxes (including withholding taxes as valued-added taxes), the provisions of [Section 9.8(c)] shall apply to such withheld VAT Taxes.

Sales Taxes and VAT. ​ shall bear any and all sales, use, VAT, transaction and transfer taxes and other similar charges (and any related interest and penalties) imposed on, or payable with respect to, such license or property; provided, however, that if Zai is required to withhold any Taxes (including withholding taxes as valued-added taxes), the provisions of Section 9.8(c) shall apply to such withheld VAT Taxes.

Sales Taxes and VAT. ​ shall bear any and all sales, use, VAT, transaction and transfer taxes and other similar charges (and any related interest and penalties) imposed on, or payable with respect to, such license or property; provided, however, that if Zai is required to withhold any Taxes (including withholding taxes as valued-added taxes), the provisions of [Section 9.8(c)] shall apply to such withheld VAT Taxes.

VAT/Sales Tax. All payments or amounts due under this Agreement, whether monetary or non-monetary are exclusive of VAT/sales tax and their equivalents. Takeda hereby covenants that it will pay any such VAT/sales tax correctly charged in addition to any amounts due under this Agreement. Where the prevailing legislation requires a VAT/sales tax reverse charge, then Takeda covenants that it shall correctly account for VAT/sales tax in respect of the services received. Poseida agrees that it will raise a tax invoice (or equivalent document) to support the charge to VAT/sales tax. If Poseida bears any VAT/ sales taxes directly related to amounts due under this Agreement from Takeda, Takeda shall reimburse Poseida for such taxes promptly upon receipt of an invoice. For the purposes of VAT, the services, rights and licenses provided by Poseida under this Agreement shall be considered to be Taxed under by Art 44 of Council Directive 2006/112/EC or any equivalent provision in the country of performance if performed outside the European Union and as such will be considered to be taxed for VAT/sales taxes purposes in the country of the recipient. Any supply of products or provision of services under this Agreement shall be Taxed (where applicable) in accordance with the prevailing VAT/sales tax legislation. The Parties agree that they will reasonably cooperate to ensure the use of any VAT/sales tax exemptions, suspensions or other reliefs.

Withholding VAT Taxes. ​ any deduction for any VAT that Zai may be required by Applicable Laws in the Territory to pay to any tax authorities in the Territory. TPTX will use Commercially Reasonable Efforts to assist Zai to minimize and obtain all available exemptions from such VAT, but if applicable, Zai will pay any such VAT to the proper taxing authorities upon receipt of a valid VAT invoice (where such invoice is required under local VAT laws). If Zai is required to deduct or withhold any VAT on any payments payable by Zai under this Agreement (the “Withholding VAT Taxes”), Zai will # pay such Withholding VAT Tax on behalf of TPTX to the appropriate Governmental Authority, # furnish TPTX with proof of payment of such Withholding VAT Tax within ​ Business Days following such payment., and # ​. Zai will promptly provide to TPTX applicable receipts evidencing payment of such Withholding VAT Taxes and other documentation reasonably requested by TPTX. Upon Zai’s request, TPTX shall provide reasonable assistance to Zai for Zai to recover any such Withholding VAT Taxes. For clarity, ​.

“Indirect Taxes” means VAT, sales taxes, consumption taxes and other similar taxes required by law to be disclosed on the invoice.

VAT. All payments due to [[Aravive:Organization]] from [[3D Medicines:Organization]] pursuant to this Agreement shall be paid exclusive of, and without reduction for, any value-added tax (including, for greater certainty, any goods and services tax, harmonized sales tax and any similar taxes) (“VAT”) (which, if applicable, shall be payable by [[3D Medicines:Organization]]). [[3D Medicines:Organization]] shall be responsible for the payment of all VAT applicable to the payments made by [[3D Medicines:Organization]] to [[Aravive:Organization]] under this Agreement and shall file all applicable VAT tax returns. [[Aravive:Organization]] shall cooperate, to the extent reasonably required, with the filing of any such VAT tax returns. [[3D Medicines:Organization]] shall indemnify [[Aravive:Organization]] for any VAT imposed on [[Aravive:Organization]] with respect to the payments made to it by [[3D Medicines:Organization]] under this Agreement and if [[Aravive:Organization]] directly pays any VAT, [[3D Medicines:Organization]] shall promptly reimburse [[Aravive:Organization]] for such VAT including all reasonable related costs. If [[Aravive:Organization]] determines that it is required to report any such tax, [[3D Medicines:Organization]] shall promptly provide [[Aravive:Organization]] with applicable receipts and other documentation necessary or appropriate for such report. For clarity, this [Section 8.11(c)] is not intended to limit [[3D Medicines:Organization]]’ right to deduct VAT in determining Net Sales.

VAT. Any consideration due under this Agreement is exclusive of VAT. If any VAT will be chargeable on any of the transactions contemplated under this Agreement and is payable to the respective tax authority by the Party making the supply or providing the service for VAT purposes, upon receipt of a valid invoice in accordance with the applicable VAT law from the supplying or service providing Party, the other Party shall pay such VAT in addition to the consideration otherwise due.

VAT. All amounts in this Agreement are stated exclusive of VAT and other applicable indirect taxes or duties. The Parties agree that, where appropriate, they will provide each other with a valid tax invoice, and against the production of such invoice, the Parties shall pay the amount of any such tax to the other Party. If such taxes are subsequently refunded by the applicable fiscal authority, the Party receiving the refund will immediately notify the other Party and refund such amount within thirty (30) days of receipt.