definiens: means any of the following Taxes imposed on or with respect to [COMPANY] or required to be withheld or deductedfrom a payment to [COMPANY] : ( a ) Taxes imposed on or measured by net income ( however denominated ), franchise Taxes, and branch profitsTaxes, in each case ( i ) imposed as a result of [COMPANY] being organized under the laws of, or having its principal office located in, thejurisdiction imposing such Tax ( or any political subdivision thereof ) or ( ii ) that are Other Connection Taxes ; ( b ) U.S. federal withholding Taxesimposed on amounts payable to or for the account of [COMPANY] pursuant to a law in effect on the latter of the date on which ( i ) NovaQuestbecomes a party hereto or acquires its right to receive payments hereunder or ( ii ) Dermavant assigns its rights and obligations to an Affiliatethat is a U.S. Person ; ( c ) Taxes attributable to [COMPANY] ’s failure to comply with Section 4.4(b ) ; ( d ) any withholding Taxes imposed underFATCA ; ( e ) Taxes resulting directly from [COMPANY] changing its jurisdiction of domicile or form of legal entity ; and ( f ) Swiss Withholding Taximposed as a result of [COMPANY] ( i ) making an incorrect declaration of its status as to whether or not it is a Qualifying Bank or ( ii ) failing tocomply with its obligations under Section 11.7 ( Successors and Assigns ) . For the purposes of the definition of the term includes any subsequent lenders ( successors or assignees of [COMPANY] according to Section 11.7 ( ( Successors and Assigns ) )