definiens: means ( i ) any change, repeal, withdrawal, adoption or issuance of any statute, law, rule, regulation, ordinance, order, decision, decree, judgment, ruling or notice issued by any U.S. federal governmental authority that Kolltan and [COMPANY] agree, in goodfaith and after consultation with their tax advisors, either ( A ) requires a different characterization of the licensesgranted pursuant to Section 2.1 than the characterization described in Sections 11.11(a)(i ) and ( ii ), or ( B ) would causeany one or more of the payments referenced in Section 11.11(b ) hereof to be subject to U.S. federal withholding taxunder any provision of the Code ( including Code Section 881(a)(4 ) ), applicable Treasury regulation or relevant taxtreaty ; or ( ii ) a nationally recognized accounting firm acting as Kolltan ’s auditor or a nationally recognized accountingfirm acting as Kolltan ’s U.S. federal income tax return preparer determines, in good faith and after consultation withKolltan ’s other tax advisors and good faith discussions with [COMPANY], that either ( A ) a different characterization of thelicenses granted pursuant to Section 2.1 than the characterization described in Sections 11.11(a)(i ) and ( ii ) is requiredby applicable U.S. tax law, or ( B ) any one of more of the payments referenced in Section 11.11(b ) hereof are subjectto U.S. federal 35 withholding tax under any provision of the Code ( including Code Section 881(a)(4 ) ), applicable Treasury regulation orrelevant tax treaty