Except as otherwise provided below, all amounts due from Takeda to MTEM under this Agreement are gross amounts. Takeda shall be entitled to deduct the amount of any withholding taxes payable or required by Applicable Law to be withheld by Takeda, its Affiliates or Sublicensees, to the extent Takeda, its Affiliates or Sublicensees pay such withheld amounts to the appropriate Governmental Authority on behalf of MTEM. Takeda promptly shall deliver to MTEM proof of payment of any withholding taxes, together with copies of all communications from or with such Governmental Authority with respect thereto, and other supporting documentation as may be required by the Governmental Authority, and shall provide reasonable cooperation with MTEM in seeking any related tax exemption or credits that may be available to MTEM with respect thereto. MTEM shall cooperate with Takeda in seeking any tax exemption or credits that may be available to Takeda with respect to the SLT-A Fusion Proteins, Licensed Products or Targets, including the tax credit available under section 45C of the Internal Revenue Code by reason of Takeda’s research and development expenditures contributing to any Licensed Product being granted orphan drug status by the FDA.