Notwithstanding anything in this Agreement to the contrary, each of Acquiror and Seller are responsible for payment of any tax for which it is required to pay to the applicable Governmental Entity in connection with the purchase of the Compound.  In the event any tax or similar amount is paid or required to be withheld by Acquiror or any Affiliate thereof for the benefit of Seller on account of any royalties or other payments payable to Seller under this Agreement, the corresponding amounts payable to Seller shall be reduced by the amount of taxes or similar amounts deducted and withheld, and Acquiror shall pay the amounts of such taxes or similar amounts to the proper Governmental Entities in a timely manner and promptly transmit to Seller an official tax certificate or other evidence of such tax or other obligations together with proof of payment from the relevant Governmental Entity of all amounts deducted and withheld sufficient to enable Seller to claim such payment of taxes or similar amounts.  Any such withholding taxes or similar amounts required under applicable Law to be paid or withheld shall be an expense of, and borne solely by, Seller.  Acquiror will provide Seller with, at Seller’s expense, reasonable assistance to enable RNR to recover such taxes or amounts otherwise withheld as permitted by Law.