definiens: shall mean the direct and indirect expensesincurred by the Company or Purchaser in connection with the Special Agreements, including any Taxes incurred by the Company orPurchaser in connection with amounts received under the Special Agreements ( either directly or through withholding or anotherreduction to the amounts received ), and including expenses incurred in connection with meeting the Company ’s obligations under the SpecialAgreements and the Company ’s and/or the Purchaser ’s obligations under this definition . It is understood that effectively recovered, refundedor credited Taxes shall not be considered in the calculation of the Net Special Partnered Programs Expenses . If in connection with receipt ofa Pass - Through Payment, Purchaser causes the Company to issue a dividend or similar distribution to Purchaser of all or a portion of suchPass - Through Payment and such dividend or similar distribution is subject to Swiss withholding tax ( currently at thirty - five percent ( 35%)),Purchaser shall file a Form 82 C ( or its successor form ) with the Swiss Federal Tax Administration seeking a refund ( currently of thirtypercent ( 30 % ) of the dividend or similar distribution ) under the United States – Switzerland Income Tax Convention dated October 2, 1996(as amended from time to time ) . To the extent other Taxes of Purchaser or the Company are effectively recovered, refunded or creditedunder applicable rules of the countries of residence of the parties of this Agreement and their Affiliates and the parties of the SpecialAgreements ( which, for the avoidance of doubt, exclude any recoveries, refunds or credits under the third sentence of this definition ), thenonly fifty percent ( 50 % ) of the effectively recovered Taxes will be excluded from the calculation of the Net Special Partnered ProgramExpenses under the second sentence above and the other fifty percent ( 50 % ) will accrue to the benefit of Purchaser . For the avoidance ofdoubt, Purchaser shall have no responsibility for the outcome of such recovery, refund or credit claims