In the event that Law requires Novartis to pay or withhold Taxes with respect to any payment to be made by Novartis pursuant to this Agreement, Novartis shall notify Amgen in writing of such payment or withholding requirements prior to making the payment to Amgen and provide such assistance to Amgen, including the provision of such documentation as may be required by a tax authority, as may be reasonably necessary in Amgen’s efforts to claim an exemption from or reduction of such Taxes. Novartis will, in accordance with Law, withhold Taxes from the amount due, remit such Taxes to the appropriate tax authority, and furnish Amgen with proof of payment of such Taxes within fifteen (15) Business Days following obtaining the relevant payment certificate. If Taxes are paid to a tax authority, Novartis shall provide such assistance to Amgen as is reasonably required to obtain a refund of Taxes withheld, or obtain a credit with respect to Taxes paid. Further, the Parties agree that no gross up mechanism or similar type adjustment will apply to such net payment. Notwithstanding the foregoing, in the event that Novartis unilaterally restructures the payment of any royalty or any other monies payable to Amgen under this Agreement such that Novartis or any of its Affiliates makes the payment of such royalty or any other monies payable to Amgen under this Agreement and solely as a result of such unilateral restructuring said amount is subject to withholding and further, Amgen is not able to recover or credit all or part of such withheld amount(s), Novartis agrees to compensate, without interest, Amgen for the corresponding economic impact of such non-recoverable or non-creditable amount. Such compensation must be made within a reasonable timeframe, upon request of Amgen. For the avoidance of doubt, the preceding sentence shall apply only in respect of a unilateral restructuring of payments by Novartis and shall not apply (x) in the event of a change in applicable Law or circumstance, (y) as the result of Amgen’s inability to recover or credit such withholding on a current or future basis due to Amgen’s taxable income (loss) position or other tax attributes in a given year, or (z) for any other reason beyond the exclusive control of Novartis.