definiens: as defined in Code Section6223(a ) ( the ) during the existence of thepartnership, ( ii ) the Partnership Representative is authorized and requiredto appoint a with respect to the partnership underU.S. Treasury Regulations Section 301.6223 - 1 ( the ), ( iii ) the Partnership Representative and the -22- Designated Individual are each authorized and, as applicable, required torepresent the partnership in connection with all examinations of thepartnership ’s affairs by tax authorities, including any resultingadministrative and judicial proceedings, ( iii ) the PartnershipRepresentative and the Designated Individual are each authorized tomake ( A ) all elections required or permitted to be made by the partnership, the Partnership Representative or the Designated Individual under theCode ( or other applicable tax law ), ( B ) all material decisions with respectto the calculation of its taxable income or taxable loss, including theestablishment of and determination of allocations of taxitems with respect to the Parties for U.S. federal income tax purposes(including the Code Section 704 methods utilized with respect thereto ) orother tax items under the Code ( or other applicable tax law ), and ( C ) all taxfilings with respect to the partnership, ( iv ) expenses incurred by thePartnership Representative and the Designated Individual shall be borneone - half by [COMPANY] and one - half by Editas, ( v ) to provide the PartnershipRepresentative and the Designated Individual with any information ordocumentation required to fulfill its obligations with respect to thepartnership, including under Code Section 6225(c ), ( vi ) the PartnershipRepresentative and the Designated Individual shall be authorized todeduct and withhold any Withholding Taxes, which amounts shall, subjectto Section 12.2, be treated as having been received by the Party withrespect to which such deduction or withholding was made, ( vii ) the Partiesagree to file all tax returns and take tax positions in any audit, review orlitigation consistent with the elections and decisions made by thePartnership Representative and the Designated Individual, and ( viii ) theParties hereby consent and agree that the Parties and their Affiliates shallbe treated for all tax purposes as independent contractors or licensees tosuch partnership