Tax Cooperation. The Parties agree to cooperate with one another and use reasonable efforts to take all such action as shall avoid or reduce tax withholding or similar obligations in respect of any payments made by a Party to the other Party under this Agreement and take advantage of any applicable double taxation agreement or treaty. Eucure shall deliver to Tracon an Internal Revenue Service Form W-8BEN-E claiming the benefits of the income tax convention between the United States and The People’s Republic of [[Address B:Address]] within ​ after the Effective Date.

Tax Cooperation. The Parties shall use Commercially Reasonable Efforts to cooperate with one another and shall use Commercially Reasonable Efforts to avoid or reduce, to the extent permitted by Applicable Laws, tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by [[Nkarta:Organization]] to CRISPR under this Agreement. ​. To the extent that amounts are so withheld and paid to the proper taxing authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the persons with respect to whom such amounts were withheld. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for [[Nkarta:Organization]] to not withhold Tax or to withhold Tax at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be ​.

Tax Cooperation. Each Party will provide the other with reasonable assistance to enable the recovery, as permitted by Law, of withholding Taxes, VAT or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding Tax, VAT or similar obligations.

Tax Cooperation. Buyer and the Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Agreement and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the request of any other Party) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Seller agree, # to retain all books and records with respect to Tax matters pertinent to the Seller relating to any Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer, or the Seller, as applicable, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any Tax authority, # Until the applicable statutes of limitations (including any extensions) have expired for all Tax periods or portions thereof ending on or before the Closing Date, the Buyer, on the one hand, and each of the Seller, on the other hand, shall each # provide the other with such assistance as may reasonably be requested by any of them in connection with any Tax, accounting or other financial reporting, including the preparation of any return, audit, or other examination by any taxing authority or judicial or administrative proceedings relating to liability for Taxes, # retain and provide the other with any records or other information that may be reasonably relevant to any such Tax, accounting or other financial reporting or services, including relating to any such return, audit or examination, proceeding or determination, and # provide the other with any final determination of any such audit or examination, proceeding, or determination that affects any amount required to be shown on any Tax return of the other for any period; and # to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, the Buyer or the Seller, as the case may be, shall allow the other Party to take possession of such books and records.

Tax Cooperation. The Parties shall cooperate and exercise their reasonable best efforts to ensure that any withholding taxes imposed on payments to HFB are reduced as far as possible under the provisions of any applicable law (including any applicable income tax treaty). If withholding of tax is required from any payment, both parties shall use reasonable efforts to provide sufficient time for the Parties to review the applicable law and establish any available reduction or exemption from such withholding. For purposes of properly determining its withholding tax obligations (if any) in respect of payments to HFB based on sales (such as royalties), [[FibroGen:Organization]] covenants to maintain records, available for HFB’s review, that support the apportionment of such payments to U.S. sources or non-U.S. sources, as determined for U.S. federal income tax purposes, and as otherwise may be required under the income sourcing rules of other jurisdictions that may impose withholding obligations in respect of such payments. Each Party will cooperate and exercise their reasonable best efforts to enable the recovery, as permitted by applicable law, of withholding taxes, VAT, or similar tax obligations that were paid in respect of payments made under this Agreement, such recovery to be for the benefit of the Party that bore the economic burden of such withholding tax or VAT. Furthermore, the Parties shall reasonably cooperate and provide each other with such forms and information as reasonably may be needed to comply with any applicable tax reporting obligations.

Tax Cooperation. The Parties agree to cooperate with one another and use reasonable efforts to avoid or reduce tax withholding or similar obligations in respect of the milestone payments, royalties and other payments made by Sana to Beam under this Agreement, it being understood and agreed that based on the payment obligations hereunder as of the Effective Date (U.S. party Sana to U.S. party Beam), that no withholding tax is due or applicable to any payment absent Beam’s failure to provide a properly executed IRS Form W-9. As such, the sum payable by Sana (in respect of which any deduction or withholding tax may be required to be made, if any) shall, in the case of any withholding tax or similar reduction, be increased to the extent necessary to ensure that Beam receives a sum equal to the sum which it would have received had no such withholding tax applied. To the extent, however, Beam assigns or restructures its rights under the Agreement, including any assignment, sublicense, change of place of incorporation (“Beam Withholding Tax Action”), such that a foreign Affiliate or non-U.S. domiciled Beam is entitled to payments hereunder, and as a result thereafter Sana is required to deduct and withhold any additional taxes on any payment to Beam or such Beam Affiliate than previously due, Sana shall pay the amounts of such taxes to the proper Governmental Authority in a timely manner and promptly transmit to Beam an official tax certificate or other evidence of the additional amount of taxes resulting from such Beam Withholding Tax Action with such payment sufficient to enable Beam or such Beam Affiliate to claim such payment of taxes. (By way of example, if the withholding tax rate for which Sana is grossing up its payments to Beam under this ACTIVEUS 188080012v.21

Tax Cooperation. The Parties agree to cooperate with one another in accordance with Applicable Laws and use reasonable efforts to minimize Tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by each Party to the other Party under this Agreement. To the extent either Party (the “Paying Party”) is required to deduct and withhold Taxes on any payment to the other Party (the “Recipient”), the Paying Party shall notify the Recipient of such requirement prior to making the payment to the Recipient and provide such assistance to the Recipient, including the provision of such documentation as may be required by a tax authority, as may be reasonably necessary in the Recipient’s efforts to claim an exemption from or reduction of such taxes. The Paying Party shall, in accordance with Applicable Laws, deduct or withhold taxes from the amount due, remit such taxes to the appropriate tax authority when due, and furnish the Recipient with proof of payment of such taxes within ​ days following the payment. If taxes are paid to a tax authority, the Paying Party shall provide reasonable assistance to the Recipient to obtain a refund of taxes withheld, or obtain a credit with respect to taxes paid. To the extent such amounts are paid to the appropriate tax authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Recipient.

Tax Cooperation. The Parties agree to cooperate with one another and use reasonable efforts to avoid or reduce tax withholding or similar obligations in respect of any payments made by a Party to the other Party under this Agreement.

Tax Cooperation. The Parties agree to cooperate with one another and use reasonable efforts to avoid or reduce tax withholding or similar obligations in respect of the milestone payments, royalty payments, and other payments made by Licensee to Ovid under this Agreement. To the extent that Licensee is required by Applicable Laws to deduct and withhold taxes on any payment to Ovid, Licensee shall withhold the amount of such taxes otherwise payable to Ovid and, if and when necessary pay the amounts of such taxes to the proper Governmental Authority in a timely manner and promptly transmit to Ovid an official tax certificate or other evidence of such payment sufficient to enable Ovid to claim such payment of taxes. Ovid shall provide Licensee any tax forms that may be reasonably necessary in order for Licensee to not withhold tax or to withhold tax at a reduced rate under an applicable bilateral income tax treaty, to the extent legally able to do so. Ovid shall use reasonable efforts to provide any such tax forms to Licensee in advance of the due date. Licensee shall provide Ovid with reasonable assistance to enable the recovery, as permitted by Applicable Laws, of withholding taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of Ovid. Licensee shall have the right to deduct any such tax, levy, or charge actually paid from payment due to Ovid. Each Party agrees to assist the other Party in claiming exemption from such deductions or withholdings under double taxation or similar agreement or treaty from time to time in force and in minimizing the amount required to be so withheld or deducted.

Tax Cooperation. Each Party shall provide the other with reasonable assistance to enable the recovery, as permitted by Applicable Law, of withholding taxes, VAT or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding tax or VAT.