VAT. All amounts payable by any Loan Party to the Administrative Agent, the ​ or the Issuing Banks shall be deemed to be exclusive of any value added tax or any other similar Taxes (“VAT”). If VAT is payable on any amount paid to the Administrative Agent, the ​ or the Issuing Banks by any Loan Party, the applicable Loan Party shall pay to the Administrative Agent, the ​ or Issuing Banks an amount equal to the amount of the VAT.

sales taxes, excise taxes, use taxes, VAT and duties paid by the Selling Party in relation to Product and any other equivalent governmental charges imposed on the importation, use or sale of Product;

sales and excise taxes (including value added taxes (VAT)) paid or allowed by a selling party and any other governmental charges imposed upon the manufacture or sale of a Licensed Product, for clarity, including government mandated fees and taxes (including any excise tax under the Affordable Care Act); and

Value Added Tax. Notwithstanding anything contained in Section 6.7.1, this Section 6.7.2 shall apply with respect to value added tax, ad valorem, goods and services or similar tax chargeable on the supply or deemed supply of goods or services, sales and use taxes, transaction taxes, consumption taxes and other similar taxes required by Applicable Law including any interest, penalties or other additions to tax thereon, required under Applicable Law (“VAT”). All Payments are exclusive of VAT. If any VAT is required in respect of any Payments under Applicable Law, Allergan shall pay VAT at the applicable rate in respect of any such Payments following the receipt of a valid VAT invoice in the appropriate form issued by UroGen in respect of those Payments, such VAT to be payable on the later of the due date of the payment of the Payments to which such VAT relates and forty-five (45) days after the receipt by Allergan of the applicable valid invoice relating to that VAT payment. The Parties will reasonably cooperate to issue valid invoices for all amounts due under this Agreement consistent with VAT requirements. Allergan shall not be responsible for any penalties and interest resulting from the failure by UroGen to collect (if not included on a valid VAT invoice) or remit any such VAT. UroGen and Allergan shall reasonably cooperate to eliminate or minimize the amount of any such VAT imposed on the transactions contemplated in this Agreement.

All consideration expressed to be payable under a Loan Document by any Borrower to a Lender shall be deemed to be exclusive of any VAT or other sales tax. If VAT or other sales tax is chargeable on any supply made by a Lender to any Borrower in connection with a Loan Document, the applicable Borrower shall pay to such Lender (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT or sales tax. Where a Loan Document requires any Borrower to reimburse a Lender for any costs or expenses, the applicable Borrower shall also at the same time pay and indemnify such Lender against all VAT or other sales tax incurred by such Lender in respect of the costs or expenses to the extent that such Lender reasonably determines that neither it nor any other member of any group of which it is a member for VAT or sales tax purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT or sales tax.

Payments in U.S. Dollars. All payments due under this Agreement shall be payable in United States dollars. Conversion of foreign currency to U.S. dollars shall be made at the conversion rate existing in the United States (as reported in the Wall Street Journal) on the last working day of the calendar quarter of the applicable Reporting Period. Such payments shall be without deduction of exchange, collection, or other charges, and, specifically, without deduction of withholding or similar taxes or other government imposed fees or taxes, except as permitted in the definition of Net Sales. Any payments made by Licensee under this Agreement are exclusive of any value added or similar tax imposed upon such payments, which shall be added thereon as applicable. Where VAT is properly added to a payment made under this Agreement, Licensee will pay the amount of VAT only on receipt of a valid tax invoice issued in accordance with the laws and regulations of the country in which the VAT is chargeable.

“Tax” means all taxes, including regional taxes, municipal taxes, customs, special hydrocarbon taxes, national insurance and social security contributions (or their equivalent), rates, VAT, transfer taxes, stamp duties, other duties and any similar tax, together with any interest, addition or penalty.

import taxes, export taxes, excises, sales taxes, value added taxes, consumption taxes, duties or other taxes imposed upon and paid with respect to such sales (excluding income or franchise taxes of any kind);

(where the VAT Recipient is the person required to account to the relevant tax authority for the VAT), the Subject Party shall promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the VAT Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise, ad valorem or property taxes, goods and services taxes, harmonized sales taxes and other sales taxes, use taxes, value added taxes, transfer taxes, charges or similar taxes or levies arising from any payment made hereunder or under any other LOC Document, or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other LOC Document.

“Net Sales” shall mean the gross invoice price (not including value added taxes, sales taxes, or similar taxes) of Product sold by Licensee or its Related Parties to the first Third Party after deducting, if not previously deducted, from the amount invoiced or received:

“Net Sales” means the gross amounts invoiced by any of Licensee, its Affiliates or its their Sublicensees (each, a “Selling Party”) for sales of Licensed Product in the Territory to unaffiliated Third Parties (other than sales by Licensee or its Affiliates to Sublicensees for resale to Third Parties) in bona fide, arms-length transactions, less the following amounts actually paid or incurred by the Selling Party with respect to the sale of such Licensed Products, to the extent not already reflected or deducted: # trade, cash or quantity discounts, allowances, adjustments and rejections; # rebates, chargebacks, recalls and returns; # price reductions or rebates imposed by competent authorities; # price reductions or rebates accorded to managed care systems (that is, systems that integrate the financing and delivery of healthcare services to covered members, including but not limited to, pharmacy benefit managers (PBMs), prescription drug plans (PDPs), health maintenance organizations (HMOs), preferred provider organizations (PPOs), independent practice associations (IPAs) and other similar healthcare organizations); # sales, excise, turnover, value-added tax (except to the extent that the net VAT amounts collected by the Selling Party exceed the net VAT paid to a taxing authority) and similar taxes assessed on the royalty-bearing sale of such Licensed Product, but not including any income tax or franchise tax of any kind; and # to the extent separately itemized on the applicable invoice, transportation, importation, shipping, insurance and other handling expenses; in each case as calculated in accordance with United States generally accepted accounting principles or such other accounting principles as the Selling Party shall apply on a consistent basis.

“Sales and Use Taxes” means state and local non-income sales and use, business and operation, and other similar taxes of the Loan Parties not yet paid by the Loan Parties and their Subsidiaries.

“Sales Tax Component” means that portion of the Receivable that comprises sales, goods and services, harmonized sales, value added, use, transfer or similar taxes payable by an Obligor.

In addition to the compensation payable to each Provider determined exclusive of the Taxes payable by each Recipient under this [Section 3.4], each Recipient will pay and be liable for all sales, service, value added, lease, use, transfer, consumption or similar Taxes levied and measured by: # the cost of services provided to such Recipient under this Services Agreement or # each Provider’s cost in acquiring property or services used or consumed by any such Provider in providing services under this Services Agreement (the “Sales and Service Taxes”). Such Taxes will be payable by the applicable Recipient to the applicable Provider in accordance with this [Section 3.4] or as otherwise mutually agreed in writing by the Parties and under the terms of the applicable Law which govern the relevant Sales and Service Tax. Each Recipient’s obligation to pay Sales and Service Taxes under this [Section 3.4] shall be subject to the receipt of # a computation of the Sales and Service Taxes payable under this [Section 3.4] identifying the nature and amount of the goods or services on which the Sales and Service Tax is assessed and the applicable rate and # a valid and customary invoice (or other document) under the terms of applicable Law for each Sales and Service Tax. If a Recipient complies with the terms of this [Section 3.4] regarding the payment of Sales and Service Taxes, it shall not be liable for any interest, penalties or other charges attributable to the applicable Provider’s improper filing relating to Sales and Service Taxes or late payment or failure to remit Sales and Service Taxes to the relevant taxing authority.

If VAT is or becomes chargeable on any supply made by any U.K. Lender Party (the “Supplier”) to any other U.K. Lender Party (the “VAT Recipient”) under a Loan Document, and any Party other than the VAT Recipient (the “Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the VAT Recipient in respect of that consideration):

“Net Sales” means Gross Sales less discounts, buy-downs, bona fide returns and refunds and exclusive of the amount of any tax or fee imposed by any Governmental Body directly on Gross Sales, including any excise Taxes and/or Taxes collected from customers if such Tax is added to the selling price actually remitted to such Governmental Body;

Taxes. The Company and its Subsidiaries have filed all United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes due by the Company or any of its Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with Agreement Accounting Principles and such failures to file or pay, if any, as would not reasonably be expected to have a Material Adverse Effect. No tax liens have been filed and no claims are being asserted with respect to any such taxes, other than as permitted by [Section 7.3(F)(ii)]. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of any taxes or other governmental charges are adequate.

Taxes. The Company will, and will cause each Subsidiary to, pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or property, except # those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with Agreement Accounting Principles and # those as to which failure to pay when due could not reasonably be expected to have a Material Adverse Effect.