Common use of Use Tax Clause in Contracts

Use Tax. ▇▇▇▇▇ is responsible for the payment of any state or local sales or use, or similar fees or taxes arising as a result of the transfer of Licensed Materials, including, specifically the Licensed Lead Antibody Compound drug substance inventory and consumables within the Licensed Materials, by AMGEN to ▇▇▇▇▇ pursuant to Section 2.5 (Transfer of Licensed Know-How and Licensed Materials), and ▇▇▇▇▇ will remit such fees or taxes to the proper taxing jurisdiction, when deemed taxable by ▇▇▇▇▇. To the extent ▇▇▇▇▇ is unable to complete and file any required tax returns or other tax documents relating to such fees or taxes itself, the Parties will cooperate in completing and filing such returns or documents relating to such fees or taxes. ▇▇▇▇▇ will deliver to AMGEN a MA Resale Certificate (ST-4) or MA Exemption Certificate (ST-12), as may be applicable to the transfer of the Licensed Materials. The Parties shall use their respective commercially reasonable efforts to deliver and receive the Licensed Materials, as appropriate, through electronic delivery (other than Licensed Lead Antibody Compound drug substance and any other tangible inventory included in the Licensed Material) or in such other manner reasonably calculated in accordance with applicable law, and take all other commercially reasonable actions necessary, to minimize or avoid the incurrence of any such taxes or fees.