The royalties, milestones and other amounts payable by a Party to the other Party pursuant to this Agreement (“ Payments ”) shall not be reduced on account of any Taxes unless required by Applicable Law.  The Party receiving Payments alone shall be responsible for paying any and all Taxes (other than withholding taxes required by Applicable Law to be paid by the paying Party) levied on account of, or measured in whole or in part by reference to, any Payments it receives.