IN ANY OTHER TRANSACTION DOCUMENT SHALL
BE DEEMED TO CONSTITUTE AVANT AND PRF AS A PARTNERSHIP, AN ASSOCIATION, A JOINT
VENTURE OR OTHER KIND OF ENTITY OR LEGAL FORM.
(B)
NO OFFICER OR EMPLOYEE OF PRF WILL BE LOCATED AT
THE PREMISES OF AVANT OR ANY OF ITS AFFILIATES, EXCEPT IN CONNECTION WITH AN
AUDIT PERFORMED PURSUANT TO SECTION 5.11.
NO OFFICER, MANAGER OR EMPLOYEE OF
PRF SHALL ENGAGE IN ANY COMMERCIAL ACTIVITY WITH AVANT OR ANY OF ITS AFFILIATES
OTHER THAN AS CONTEMPLATED HEREIN AND IN THE OTHER TRANSACTION DOCUMENTS.
(C)
AVANT AND/OR ANY OF ITS AFFILIATES SHALL NOT AT
ANY TIME OBLIGATE PRF, OR IMPOSE ON PRF ANY OBLIGATION, IN ANY MANNER OR RESPECT
TO ANY PERSON NOT A PARTY HERETO.
SECTION 8.07
TAX.
(A)
NOTWITHSTANDING THE ACCOUNTING TREATMENT
THEREOF, FOR UNITED STATES FEDERAL, STATE AND LOCAL TAX PURPOSES, AVANT AND PRF
SHALL TREAT THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS AS A SALE
FOR UNITED STATES TAX PURPOSES.
THE PARTIES HERETO AGREE NOT TO TAKE ANY
POSITION THAT IS INCONSISTENT WITH THE PROVISIONS OF THIS SECTION 8.07 ON ANY
TAX RETURN OR IN ANY AUDIT OR OTHER ADMINISTRATIVE OR JUDICIAL PROCEEDING UNLESS
(I) THE OTHER PARTY TO THIS
36
AGREEMENT HAS CONSENTED TO SUCH ACTIONS, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD, OR (II) THE PARTY THAT CONTEMPLATES TAKING SUCH AN INCONSISTENT
POSITION HAS BEEN ADVISED BY COUNSEL IN WRITING THAT, DUE TO A CHANGE IN LAW
SUBSEQUENT TO THE CLOSING DATE, IT IS MORE LIKELY THAN NOT THAT THERE IS NO
"REASONABLE BASIS" (WITHIN THE MEANING OF TREASURY REGULATION
SECTION 1.6662-3(B)(3)) FOR THE POSITION SPECIFIED IN THIS SECTION 8.07.
(B)
TO THE EXTENT ANY AMOUNT IS WITHHELD AT SOURCE
FROM A PAYMENT MADE PURSUANT TO THE GSK LICENSE AGREEMENT OR ANY OTHER LICENSE
AGREEMENT, SUCH WITHHELD AMOUNT SHALL FOR ALL PURPOSES OF THIS AGREEMENT BE
TREATED AS PAID TO AVANT AND PRF ON A PRO RATA BASIS IN ACCORDANCE WITH EACH OF
THE PARTY'S UNDERLYING OWNERSHIP INTEREST IN EACH SUCH PAYMENT (TAKING INTO
ACCOUNT ANY AMOUNTS WITHHELD); E.G., WITH RESPECT TO PRF, AMOUNTS SO WITHHELD
SHALL BE ATTRIBUTED TO PRF, AND DEEMED PAID TO PRF, IN ACCORDANCE WITH THE
PURCHASED INTEREST.
ANY AMOUNTS WITHHELD PURSUANT TO THIS SECTION 8.07
ATTRIBUTABLE TO PRF SHALL BE CREDITED FOR THE ACCOUNT OF PRF.
IF THERE IS AN
INQUIRY BY ANY GOVERNMENTAL AUTHORITY OF PRF RELATED TO THIS SECTION 8.07, AVANT
SHALL COOPERATE WITH PRF IN RESPONDING TO SUCH INQUIRY IN A REASONABLE MANNER
CONSISTENT WITH THIS SECTION 8.07.
NEITHER PARTY SHALL HAVE ANY OBLIGATION TO
GROSS-UP OR OTHERWISE PAY THE OTHER PARTY ANY AMOUNTS WITH RESPECT TO SOURCE
WITHHOLDING.
ALL AMOUNTS WITHHELD AT SOURCE AS DESCRIBED HEREIN SHALL FOR ALL
PURPOSES OF THIS AGREEMENT BE DEEMED TO HAVE BEEN RECEIVED BY THE PARTY TO WHICH
THEY ARE ATTRIBUTED AS PROVIDED ABOVE OR TO WHICH THE PAYMENT SUBJECT TO SUCH
WITHHOLDING WAS MADE (E.G., WITH RESPECT TO PRF, ANY AMOUNTS WITHHELD AND SO
ATTRIBUTED TO PRF SHALL BE INCLUDED