Tax or Taxes means any and all taxes, assessments, levies, tariffs, duties, or other charges imposed by a Governmental Entity, including all federal, state, territory, local, foreign and other income, franchise, profits, gross receipts, capital gains, capital stock, transfer, sales, use, Value Added Tax, ad valorem, occupation, property, excise, severance, windfall profits, stamp, licence, payroll, employment, unemployment, disability, social security, withholding, escheat, environmental, customs duty, estimated and other taxes, assessments, charges, duties, fees, levies or other governmental charges imposed by any Governmental Entity of any kind whatsoever (whether payable directly or by withholding and whether or not requiring the filing of a Return), together with any penalties and interest and any additional amounts with respect thereto and shall include any liability for such amounts as a result of (i) being a transferee or successor or member of a combined, consolidated, unitary or affiliated group, or (ii) a contractual obligation to indemnify any Person or other entity.
Technical Change Procedure means the procedure for changing the Specifications for the Product, as set forth in the Quality Agreement.
Technology Transfer has the meaning given in Clause 31.1.
Technology Transfer Plan has the meaning given in Clause 31.1.
Term has the meaning given in Clause 32.1.
Terminating Party has the meaning given in Clause 32.3.
Territory means worldwide, excluding the China Territory.
Third Party means a Person who or which is neither a Party nor an Affiliate of a Party.
Third Party Claim means all demands, claims, actions and Proceedings by a Third Party or liability to a Third Party (in each case, whether criminal or civil, in contract, tort or otherwise) for Losses related to such demand, claim, action or Proceeding.
Toll Material means, in respect of a Commercial Product, API for use in the Manufacture of that Commercial Product, including the Commercial API Manufactured by GSK and purchased by the Purchaser pursuant to this Agreement.
[***] CPI means the Consumer Prices Index published by the [***] from time to time.
Unique Source Material means a Material produced by a Third Party at a facility from which the GSK Group does not source materials for the manufacture of products other than Product.
Unused Capacity Fee has the meaning given in Clause 10.9.
Value Added Tax or VAT means the tax imposed by Council Directive 2006/112/EC of the European Community and any national legislation implementing that directive together with legislation supplemental thereto and in particular, in relation to the United Kingdom, the tax imposed by the Value Added Tax Act of 1994 or other tax of a similar nature imposed elsewhere instead of or in addition to value added tax; and outside the European Union (and including the United Kingdom in the event that the United Kingdom ceases to be a member of the European Union during the term of this Agreement), any tax corresponding to, or substantially similar to, the common system of value added tax referred to in this definition, excluding any Tax imposed on or with respect to the income of GSK or any of its Affiliates.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.