definiens: means US{.20 r tablet, subject to annual adjustment on each anniversary of the date of first commercIal sale of the Product in the Territory ; provided that from and after the date upon which Distributor has bOUght and paid for[2,750,006l > ilIs, the Transfer Price shall be reduced by US~2~ 3 \ ' -30 Section 4.10 Withholding Tax . ( a ) All payments by Distributor hereunder shall be made without any deduction and free and clear of and without deduction for or on account of any withholding tax or similar tax deduction ( the ), except to the extent that Distributor is required by law to make payment subject to such Withholding Taxes . If any amounts in respect of Withholding Tax must be deducted, or any other deductions for or on account of Withholding Tax must be made, from any amounts payable or paid by Distributor hereunder, Distributor shall pay such additional amounts as may be necessary to ensure that Ampio receives a net amount equal to the full amount which it would have received had payment not been made subject to deduction of such Withholding Tax