Common use of Upfront Access Fee Clause in Contracts

Upfront Access Fee. In consideration of the Option granted to SVT according to Section 8.1 and upon execution of this Agreement, SVT agrees to pay VBI an accrued amount of ** in partial acknowledgment of the past research and development costs incurred by VBI in its development efforts. All payments shall be paid by SVT to VBI, without deduction or deferment in respect of any claims whatsoever and of any taxes except any tax which SVT is required by law to deduct or withhold. If any laws require the withholding of amounts of income or other taxes or other amounts from such payments, prior to any payment by SVT to VBI in a year, SVT shall provide to VBI any forms required to attest VBI's fiscal domiciliation in order to allow SVT to claim application of the reduced rate of withholding tax provided for in any applicable fiscal convention. VBI shall promptly return such forms to SVT. In the event VBI fails to promptly return such forms duly filled and signed, SVT shall declare and pay withholding tax at the common law rate of the applicable corporate income tax, and such tax shall then be deducted from the corresponding payment by SVT to VBI. SVT shall pay withholding tax to the proper taxing authority.