Common use of Allocation of Consideration Clause in Contracts

Allocation of Consideration. (a) Buyer and Sellers agree (i) that for U.S. federal income tax purposes, the consideration for the Shares and the Transferred Assets (for purposes of this Section 2.07 only, the Transferred Assets shall be deemed to include the materials required to be delivered by Sellers to Buyer under Section 5.03 of the Agreement) shall include the Purchase Price and the Contingent Consideration (the “Total Consideration”) and (ii) with respect to the allocation of the Total Consideration described in Section 2.07(b), to be bound by such allocation in the preparation, filing and audit of any Tax Return; provided that, while the parties shall be obligated to defend in good faith such allocation in connection with any audit of any Tax Return, the parties shall not be required to litigate in any court any challenge to such allocation by any Taxing Authority. (b) Buyer and Sellers agree to negotiate in good faith to agree on an allocation of the Total Consideration among the Sellers and the Shares and the Transferred Assets; provided that, notwithstanding anything to the contrary in this Agreement, Buyer and Sellers agree that, in all events, (x) the [**] shall be allocated solely to the [**], (y) the [**] and the shares of, [**] in each case, shall be allocated pro rata among the [**], the [**], the [**], the [**] and the [**] according to the relative fair market values of the [**], the [**], the [**], the [**] and the [**] and (z) of the shares of [**]allocated to the [**]and the [**], a number of shares with a fair market value as of the Closing Date of [**] shall be allocated to the laboratory books required to be delivered by Roche Basel to Buyer under Section 5.03 of the Agreement. (c) If, within 90 days after the Closing, the parties are unable to reach agreement on the allocation described in Section 2.07(b), Buyer and Sellers shall refer the matter to an independent accounting firm in the United States to be mutually agreed upon by the parties (the “Independent Accounting Firm”), and the Independent Accounting Firm shall resolve any such disputes in a manner consistent with the proviso to Section 2.07(b). Buyer and Sellers agree that the Independent Accounting Firm’s resolution shall be conclusive for the purposes of determining the allocation as of the Closing Date. The costs of any such resolution by the Independent Accounting Firm shall be borne equally by the parties. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Commission upon request. (d) To the extent that any Seller receives any portion of the Purchase Price or Contingent Consideration that has been allocated to the other Seller, such Seller shall be deemed to have received such portion on behalf of the other Seller.

Allocation of Consideration. (a) Buyer and Sellers agree 3.3.1 The consideration shall be allocated to the Shares on the following basis: (i) that for U.S. federal income tax purposes, the consideration for the Shares and the Transferred Assets (for purposes of this Section 2.07 only, the Transferred Assets Bid Amount shall be deemed to include the materials required to be delivered by Sellers to Buyer under Section 5.03 of the Agreement) shall include the Purchase Price and the Contingent Consideration (the “Total Consideration”) and allocated as set out in Schedule 1; (ii) with respect each of the Estimated Cash, Estimated Intra-Group Financing Receivables, Estimated Intra-Group Financing Payables and the Estimated Third Party Indebtedness shall be allocated between the Shares according to the Company or Companies to which such item is attributable and consequently shall be added to (in the case of the Estimated Cash, Estimated Intra-Group Financing Receivables) or deducted from (in the case of the Estimated Intra-Group Financing Payables and the Estimated Third Party Indebtedness) the Bid Amount allocated to those Shares in paragraph (i) above; and (iii) the Estimated Working Capital Adjustment shall be allocated between the Shares according to the Company or Companies to which the adjustment is attributable and consequently shall be deducted from or added to, as the case may be, the Bid Amount allocated to those Shares in paragraph (i) above. 3.3.2 The balance of any loans or other financing liabilities owed by one Company (or any of its Subsidiaries) to another Company (or any of its Subsidiaries) shall be deducted from the allocation of the Shares of the Company which owes (or which owns the Subsidiary which owes) such loans or liabilities and shall be added to the allocation of the Total Consideration described in Section 2.07(b), to be bound by Shares of the Company which is (or which owns the Subsidiary which is) owed such loans or liabilities. 3.3.3 The initial allocation in Clause 3.3.1 shall be adjusted once the preparationClosing Statement becomes final and binding pursuant to Clause 8.2.1 to reflect the payments made pursuant to Clause 8.3 and the Seller and the Purchaser shall adopt that allocation, filing and audit of any as so adjusted, for all Tax Return; provided that, while purposes save as otherwise required by Applicable Law. 3.3.4 Failing agreement between the parties shall be obligated to defend in good faith such allocation in connection with any audit of any Tax Return, the parties shall not be required to litigate in any court any challenge to such allocation by any Taxing Authority. (b) Buyer and Sellers agree to negotiate in good faith to agree on an allocation of the Total Consideration among the Sellers and the Shares and the Transferred Assets; provided that, notwithstanding anything to the contrary in this Agreement, Buyer and Sellers agree that, in all events, (x) the [**] shall be allocated solely to the [**], (y) the [**] and the shares of, [**] in each case, shall be allocated pro rata among the [**], the [**], the [**], the [**] and the [**] according to the relative fair market values of the [**], the [**], the [**], the [**] and the [**] and (z) of the shares of [**]allocated to the [**]and the [**], a number of shares with a fair market value as of the Closing Date of [**] shall be allocated to the laboratory books required to be delivered by Roche Basel to Buyer under Section 5.03 of the Agreement. (c) If, within 90 days after the Closing, the parties are unable to reach agreement on the allocation described in Section 2.07(b)accordance with this Clause 3.3, Buyer and Sellers the allocation shall refer the matter to an independent accounting firm in the United States to be mutually agreed upon determined by the parties (Reporting Accountants on the “Independent Accounting Firm”), and the Independent Accounting Firm shall resolve any such disputes in a manner consistent with the proviso to Section 2.07(b). Buyer and Sellers agree that the Independent Accounting Firm’s resolution shall be conclusive for the purposes of determining the allocation as application of the Closing DateSeller or the Purchaser who shall allocate the consideration in accordance with this Clause 3.3. The costs Paragraphs 3.4 to 3.11 of any such resolution by Part 1 of Schedule 7 shall apply mutatis mutandis to the Independent Accounting Firm shall be borne equally by engagement and determination of the parties. [**] = Portions of this exhibit have been omitted Reporting Accountants pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Commission upon requestClause 3.3. (d) To the extent that any Seller receives any portion of the Purchase Price or Contingent Consideration that has been allocated to the other Seller, such Seller shall be deemed to have received such portion on behalf of the other Seller.

Allocation of Consideration. (a) Buyer The contribution of the Contributed Interests shall be treated for Tax purposes as the contribution of the assets of the Contributed Entities and Sellers agree (i) no party hereto or any Affiliate thereof shall take any position inconsistent with such treatment. The Parties intend that for U.S. federal income tax purposes, the consideration for contribution of the Shares assets of the Contributed Entities and the Transferred Assets (for purposes transfer at Closing of this Section 2.07 only, certain assets pursuant to the Transferred Assets shall be deemed to include the materials required to be delivered by Sellers to Buyer under Section 5.03 of the Agreement) shall include the Purchase Price and the Contingent Consideration Requirements Contract (the “Total ConsiderationRequirements Contract Assets”) made by the Company in exchange for the consideration delivered pursuant to Section 2.3 and (ii) with respect the consideration delivered at Closing pursuant to the allocation of the Total Consideration Requirements Contract shall be treated for U.S. federal, and applicable state and local, income tax purposes as an exchange described in Section 2.07(b721(a) of the Code to the extent the cash delivered by USAC pursuant to the Requirements Contract to the Company does not exceed the amount of capital expenditures described in Treasury Regulation Section 1.707-4(d). If the cash distributed by USAC to the Company exceeds the amount of capital expenditures described in Treasury Regulation Section 1.707-4(d), then the contribution of the assets of the Contributed Entities and the Requirements Contract Assets in exchange for the consideration delivered pursuant to Section 2.3 and the consideration delivered pursuant to the Requirements Contract will be bound by such allocation treated in part as an exchange described in Section 721(a) of the preparation, filing Code and audit in part as a disguised sale transaction described in Section 707(a)(2)(B) of any Tax Return; provided that, while the parties shall be obligated to defend in good faith such allocation in connection with any audit of any Tax Return, the parties shall not be required to litigate in any court any challenge to such allocation by any Taxing AuthorityCode (a “Disguised Sale”). (b) Buyer and Sellers agree to negotiate in good faith to agree on an allocation of the Total Consideration among the Sellers and the Shares and the Transferred Assets; provided that, notwithstanding anything to the contrary in this Agreement, Buyer and Sellers The Parties agree that, in for all eventsTax purposes, including for purposes of allocating (xi) the [**] shall be allocated solely consideration that is properly considered to have been received by the [**], Company in such Disguised Sale among the portion of assets of the Contributed Entities and the Requirements Contract Assets that are treated as sold in such Disguised Sale and (yii) the [**] fair market value of the assets of the Contributed Entities and the shares of, [**] in each case, shall be allocated pro rata among the [**], the [**], the [**], the [**] and the [**] according Requirements Contract Assets that are treated as contributed to the relative fair market values of the [**], the [**], the [**], the [**] and the [**] and (zUSAC under Section 721(a) of the shares of [**]allocated to Code, the [**]and the [**], a number of shares with a agreed fair market value as of the Closing Date assets of [**] shall the Contributed Entities and the Requirements Contract Assets will be mutually agreed upon and allocated by the Company and USAC prior to the laboratory books required to be delivered by Roche Basel to Buyer under Section 5.03 Closing, all in accordance with the principles of Sections 707 and 1060 of the AgreementCode and the Treasury Regulations promulgated thereunder. (c) IfEach of the Company, within 90 days after the Closing, the parties are unable to reach agreement on the allocation described in Section 2.07(b), Buyer USAC and Sellers their respective Affiliates shall refer the matter to an independent accounting firm in the United States to be mutually agreed upon by the parties (the “Independent Accounting Firm”), and the Independent Accounting Firm shall resolve any such disputes file all Tax Returns in a manner consistent with this Section 2.8, and no party shall take a position in any forum that is inconsistent with this Section 2.8 before any Governmental Authority charged with the proviso collection or administration of any Tax, or in any proceeding relating to Section 2.07(b)any Tax, unless otherwise required by a final, non-appealable determination. Buyer For the avoidance of doubt, USAC and Sellers the S&R Parties agree that the Independent Accounting Firm’s resolution determination pursuant to this Section 2.8 of (i) the fair market value of the assets of the Contributed Entities and the Requirements Contract Assets that are treated as contributed to USAC under Section 721(a) of the Code and (ii) the fair market value of the assets of USAC (in each case as mutually agreed upon and allocated by the Company and USAC prior to the Closing) shall be conclusive used for the purposes of determining the allocation as applying Section 704(c) of the Closing Date. The costs Code to such assets, and the variation between the fair market value of any such resolution by assets and the Independent Accounting Firm shall be borne equally by the parties. [**] = Portions adjusted tax basis of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) such assets will be furnished to taken into account under the Commission upon request“remedial method” as described in Treasury Regulation Section 1.704-3(d). (d) To the extent that any Seller receives any portion of the Purchase Price or Contingent Consideration that has been allocated to the other Seller, such Seller shall be deemed to have received such portion on behalf of the other Seller.

Allocation of Consideration. (a) Buyer and Sellers agree 3.3.1 The consideration shall be allocated to the Shares on the following basis: (i) that for U.S. federal income tax purposes, the consideration for the Shares and the Transferred Assets (for purposes of this Section 2.07 only, the Transferred Assets Bid Amount shall be deemed to include the materials required to be delivered by Sellers to Buyer under Section 5.03 of the Agreement) shall include the Purchase Price and the Contingent Consideration (the “Total Consideration”) and allocated as set out in Schedule 1; (ii) with respect each of the Estimated Cash, Estimated Intra-Group Financing Receivables, Estimated Intra-Group Financing Payables and the Estimated Third Party Indebtedness shall be allocated between the Shares according to the Company or Companies to which such item is attributable and consequently shall be added to (in the case of the Estimated Cash, Estimated Intra-Group Financing Receivables) or deducted from (in the case of the Estimated Intra-Group Financing Payables and the Estimated Third Party Indebtedness) the Bid Amount allocated to those Shares in paragraph (i) above; and (iii) the Estimated Working Capital Adjustment shall be allocated between the Shares according to the Company or Companies to which the adjustment is attributable and consequently shall be deducted from or added to, as the case may be, the Bid Amount allocated to those Shares in paragraph (i) above. 3.3.2 The balance of any loans or other financing liabilities owed by one Company (or any of its Subsidiaries) to another Company (or any of its Subsidiaries) shall be deducted from the allocation of the Shares of the Company which owes (or which owns the Subsidiary which owes) such loans or liabilities and shall be added to the allocation of the Total Consideration described in Section 2.07(b), to be bound by Shares of the Company which is (or which owns the Subsidiary which is) owed such loans or liabilities. 3.3.3 The initial allocation in Clause 3.3.1 shall be adjusted once the preparationrelevant Closing Statement becomes final and binding pursuant to Clause 8.2.1 to reflect the payments made pursuant to Clause 8.3 and the Seller and the Purchaser shall adopt that allocation, filing and audit of any as so adjusted, for all Tax Return; provided that, while purposes save as otherwise required by Applicable Law. 3.3.4 Failing agreement between the parties shall be obligated to defend in good faith such allocation in connection with any audit of any Tax Return, the parties shall not be required to litigate in any court any challenge to such allocation by any Taxing Authority. (b) Buyer and Sellers agree to negotiate in good faith to agree on an allocation of the Total Consideration among the Sellers and the Shares and the Transferred Assets; provided that, notwithstanding anything to the contrary in this Agreement, Buyer and Sellers agree that, in all events, (x) the [**] shall be allocated solely to the [**], (y) the [**] and the shares of, [**] in each case, shall be allocated pro rata among the [**], the [**], the [**], the [**] and the [**] according to the relative fair market values of the [**], the [**], the [**], the [**] and the [**] and (z) of the shares of [**]allocated to the [**]and the [**], a number of shares with a fair market value as of the Closing Date of [**] shall be allocated to the laboratory books required to be delivered by Roche Basel to Buyer under Section 5.03 of the Agreement. (c) If, within 90 days after the Closing, the parties are unable to reach agreement on the allocation described in Section 2.07(b)accordance with this Clause 3.3, Buyer and Sellers the allocation shall refer the matter to an independent accounting firm in the United States to be mutually agreed upon determined by the parties (Reporting Accountants on the “Independent Accounting Firm”), and the Independent Accounting Firm shall resolve any such disputes in a manner consistent with the proviso to Section 2.07(b). Buyer and Sellers agree that the Independent Accounting Firm’s resolution shall be conclusive for the purposes of determining the allocation as application of the Closing DateSeller or the Purchaser who shall allocate the consideration in accordance with this Clause 3.3. The costs Paragraphs 3.4 to 3.11 of any such resolution by Part 1 of Schedule 7 shall apply mutatis mutandis to the Independent Accounting Firm shall be borne equally by engagement and determination of the parties. [**] = Portions of this exhibit have been omitted Reporting Accountants pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Commission upon requestClause 3.3. (d) To the extent that any Seller receives any portion of the Purchase Price or Contingent Consideration that has been allocated to the other Seller, such Seller shall be deemed to have received such portion on behalf of the other Seller.

Allocation of Consideration. (a) Buyer The fair market value of the Consideration (as adjusted pursuant to the adjustments contemplated under this Agreement) and Sellers agree (i) that for U.S. federal income tax purposes, the consideration for applicable Assumed Liabilities shall be allocated to the Shares Covered Territories and among the Transferred Assets of the relevant Selling Company as of the Initial Closing Date in accordance with a schedule (for purposes the “Asset Allocation Schedule”) that is prepared in a manner consistent with Applicable Law, including, as applicable, Section 1060 of the Code and the regulations promulgated thereunder, and in accordance with the procedures of this Section 2.07 only, the Transferred Assets shall be deemed to include the materials required to be delivered by Sellers to Buyer under Section 5.03 of the Agreement) shall include the Purchase Price and the Contingent Consideration (the “Total Consideration”) and (ii) with respect to the allocation of the Total Consideration described in Section 2.07(b), to be bound by such allocation in the preparation, filing and audit of any Tax Return; provided that, while the parties shall be obligated to defend in good faith such allocation in connection with any audit of any Tax Return, the parties shall not be required to litigate in any court any challenge to such allocation by any Taxing Authority4.01. (b) Buyer Seller and Sellers agree Purchaser shall jointly engage Duff & Xxxxxx, LLC (the “Joint Valuator”) to negotiate prepare the Asset Allocation Schedule. In furtherance thereof: (i) each Party shall use commercially reasonable efforts to keep the other Party reasonably informed, including by (A) responding promptly to requests from the other Party for regular updates, (B) inviting the other Party to participate in good faith material conversations with the Joint Valuator and (C) including the other Party in material written communications with the Joint Valuator, in each case relating to agree on an allocation of the Total Consideration among Joint Valuator’s progress in preparing the Sellers Asset Allocation Schedule; (ii) each Party shall cooperate with the other Party (and its Representatives) and the Shares Joint Valuator; and (iii) each Party shall use commercially reasonable efforts to provide in a timely manner any information, data and assistance required or requested by the Transferred Assets; provided that, notwithstanding anything Joint Valuator to the contrary in this Agreement, Buyer and Sellers agree that, in all events, (x) the [**] shall be allocated solely to the [**], (y) the [**] and the shares of, [**] in each case, shall be allocated pro rata among the [**], the [**], the [**], the [**] and the [**] according to the relative fair market values of the [**], the [**], the [**], the [**] and the [**] and (z) of the shares of [**]allocated to the [**]and the [**], a number of shares with a fair market value as of the Closing Date of [**] shall be allocated to the laboratory books required to be delivered by Roche Basel to Buyer under Section 5.03 of the Agreementproperly perform its valuation. (c) IfSeller and Purchaser shall instruct the Joint Valuator to take into account, within 90 days after in its preparation of the ClosingAsset Allocation Schedule, all of the parties are unable to reach agreement Transaction Agreements and any other arrangements entered into by Seller and its Affiliates, on the allocation described in Section 2.07(b), Buyer and Sellers shall refer the matter to an independent accounting firm in the United States to be mutually agreed upon by the parties (the “Independent Accounting Firm”)one hand, and Purchaser and its Affiliates, on the Independent Accounting Firm shall resolve any such disputes other hand, in a manner consistent connection with the proviso to Section 2.07(b). Buyer and Sellers agree that the Independent Accounting Firm’s resolution shall be conclusive for the purposes of determining the allocation as of the Closing Date. The costs of any such resolution transactions contemplated by the Independent Accounting Firm shall be borne equally by the parties. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Commission upon requestAgreement. (d) To Seller and Purchaser shall each bear one-half of all costs and expenses incurred in connection with the extent that any Seller receives any portion engagement of the Purchase Price or Contingent Consideration that has been allocated Joint Valuator. (e) Seller and Purchaser shall instruct the Joint Valuator to prepare a draft of the Asset Allocation Schedule (the “Draft Schedule”), and to deliver such Draft Schedule, along with the assumptions and calculations supporting such Draft Schedule, a description of the methodology and a detailed breakdown by Covered Territory, to each of them no later than 30 days before the Initial Closing. (f) Seller and Purchaser shall instruct the Joint Valuator to deliver the Asset Allocation Schedule, along with the assumptions and calculations supporting such Asset Allocation Schedule, a description of the methodology and a detailed breakdown by Covered Territory, to each of them no later than 30 days after the later of (i) the date the Final Balance Sheet becomes final and binding on both Parties pursuant to Section 2.05 and (ii) the date the Final 2012 Audit Adjustment Statement becomes final and binding on both Parties pursuant to Section 2.06. (g) The Asset Allocation Schedule shall be final and binding upon Seller and Purchaser for all Tax purposes upon delivery by the Joint Valuator pursuant to Section 4.01(f) and shall be adjusted as necessary to reflect adjustments under this Agreement to the other SellerCash Consideration. Except as required by Applicable Law or as mutually agreed to in writing by Seller and Purchaser: (i) Purchaser shall act, such and shall cause the Purchasing Subsidiaries to act, and Seller shall act, and shall cause the Selling Subsidiaries to act, in accordance with the Asset Allocation Schedule for all Tax purposes, including with respect to any forms or reports (including IRS Form 8594) required to be deemed filed pursuant to have received such portion on behalf Section 1060 of the other SellerCode, the regulations promulgated thereunder or any provisions of Applicable Law, and to cooperate in the preparation of any such forms or reports and to timely file such forms or reports in the manner required by Applicable Law; and (ii) Purchaser shall not take, and shall cause the Purchasing Subsidiaries not to take, and Seller shall not take, and shall cause the Selling Subsidiaries not to take, any position that is inconsistent with the Asset Allocation Schedule in any communication (whether written or unwritten) with any Governmental Authority. (h) If the Asset Allocation Schedule has not become final and binding by the date on which any Tax Return must be timely filed (taking into account any available extension of time to file): (i) the Draft Schedule shall be used for the purpose of filing any relevant Tax Returns required to be filed prior to the date on which the Asset Allocation Schedule becomes final and binding; and (ii) if, as a result of a difference between the Asset Allocation Schedule and the Draft Schedule, it becomes necessary to amend and refile any of the Tax Returns referred to in (i) above, then such Tax Returns shall be amended and refiled and, if any such Tax Returns are described in Section 4.04, Seller and Purchaser shall bear equally the costs and expenses related to such amendment and refiling.

Allocation of Consideration. (a) Buyer and Sellers agree Within ninety (i90) that for U.S. federal income tax purposesdays after the Closing Date, the consideration Seller shall provide to the Buyer copies of a schedule for the Shares proposed allocation of the Purchase Price (and any other items required to be treated as additional Purchase Price) among the Transferred Assets (for purposes the "Allocation ---------- Statement"). Within sixty (60) days after the receipt of this Section 2.07 onlysuch Allocation --------- Statement, the Transferred Assets Buyer shall propose to the Seller any changes to such Allocation Statement or shall indicate its concurrence therewith, which concurrence shall not be unreasonably withheld, conditioned or delayed. The failure by the Buyer to propose any change or to indicate its concurrence within such sixty (60) days shall be deemed to include be an indication of its concurrence with such Allocation Statement. (b) Any disputes with respect to items on the materials required to be delivered by Sellers to Buyer under Section 5.03 Allocation Statement in respect of the Agreement) shall include allocation of the Purchase Price to Transferred Assets transferred by Solutia UK that the Seller and the Contingent Consideration Buyer are unable to resolve within twenty (20) days of receipt by the “Total Consideration”Seller of any written notice of dispute from the Buyer shall be resolved, at the election of any of the Seller or the Buyer, by the Independent Accounting Firm. Each Party shall be bound by such resolution. The Buyer and the Seller shall file, and shall cause their Affiliates to file, all Returns and statements (including Form 8594), forms and schedules in connection therewith in a manner consistent with allocation of the Purchase Price with respect to Transferred Assets transferred by Solutia UK determined as set forth in Sections 6.3(a) and (iib) with and shall take no position contrary thereto unless required to do so by applicable Tax laws. (c) With respect to the allocation of the Total Consideration described in Section 2.07(bPurchase Price to Transferred Assets transferred by Seller Entities (other than Solutia UK), to be bound by such the extent that the Buyer concurs or is deemed to concur with the Seller's allocation as set forth in Section 6.3(a) or the preparation, filing and audit of any Tax Return; provided that, while the parties shall be obligated to defend in good faith such allocation in connection with any audit of any Tax Return, the parties shall not be required to litigate in any court any challenge to such allocation by any Taxing Authority. (b) Buyer and Sellers agree to negotiate in good faith to agree on an allocation of the Total Consideration among the Sellers and the Shares and the Transferred Assets; provided that, notwithstanding anything to the contrary in this Agreement, Buyer and Sellers agree that, in all events, (x) the [**] shall be allocated solely to the [**], (y) the [**] and the shares of, [**] in each case, shall be allocated pro rata among the [**], the [**], the [**], the [**] and the [**] according to the relative fair market values of the [**], the [**], the [**], the [**] and the [**] and (z) of the shares of [**]allocated to the [**]and the [**], a number of shares with a fair market value as of the Closing Date of [**] shall be allocated to the laboratory books required to be delivered by Roche Basel to Buyer under Section 5.03 of the Agreement. (c) If, within 90 days after the Closing, the parties are unable to Seller reach agreement on the allocation described in Section 2.07(ballocation, the Buyer and the Seller shall file, and shall cause their Affiliates to file, all Returns and statements (including Form 8594), Buyer forms and Sellers shall refer the matter to an independent accounting firm schedules in the United States to be mutually agreed upon by the parties (the “Independent Accounting Firm”), and the Independent Accounting Firm shall resolve any such disputes connection therewith in a manner consistent with the proviso to Section 2.07(b). Buyer and Sellers agree that the Independent Accounting Firm’s resolution shall be conclusive for the purposes of determining the such allocation as of the Closing Date. The costs of any such resolution by the Independent Accounting Firm shall be borne equally by the parties. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Commission upon request. (d) To the extent that any Seller receives any portion of the Purchase Price or Contingent Consideration that has been allocated with respect to the other Seller, such Seller Transferred Assets and shall be deemed take no position contrary thereto unless required to have received such portion on behalf of the other Sellerdo so by applicable Tax Laws.

Allocation of Consideration. 7.1 Solely for the purpose of the Company’s determination of the operation of the Articles in relation to the Acquisition (which is deemed by the Company to be a “Sale” for the purposes of the Articles), and specifically for the Company’s determination of the allocations of Consideration to Scheme Shareholders pursuant to the Scheme, any part of the Consideration payable in: (a) Buyer and Sellers agree (i) that for U.S. federal income tax purposes, the consideration for the Shares and the Transferred Assets (for purposes of this Section 2.07 only, the Transferred Assets cash shall be deemed to include have been converted from U.S. Dollars into U.K. Sterling using the materials required 30-day moving average Exchange Rate for the period immediately prior to the date of the Implementation Agreement; and (b) New SuperGen Shares shall be deemed to have been valued based on the 30-day moving average stock price for Existing SuperGen Shares for the period immediately prior to the date of the Implementation Agreement, such value then being converted into U.K. Sterling in accordance with Paragraph 7.1(a)(i), in each such case, as determined by the Company in its absolute discretion. Notwithstanding the foregoing, for the purposes of Article 2(b)(ii) of the Articles, the Company’s allocation of Consideration shall be applied to satisfy the entitlements under subparagraphs (A) through (D) in order of priority and no Scheme Shareholder shall be entitled to any part of the Consideration unless and until each of the entitlements having priority under that Article has been satisfied in full. If any instalment of Consideration comprises cash and New SuperGen Shares, such cash and shares shall be allocated by the Company to Scheme Shareholders in the same proportions that the two elements bear to one another when paid (as cash) or instructed for issuance (as shares) to the Paying Agent by SuperGen, and, for the avoidance of doubt, shall not be applied in any way which requires either to be delivered by Sellers to Buyer under Section 5.03 applied first before the application of the Agreement) other in satisfaction of the entitlements of Scheme Shareholders to the Consideration under the Articles. 7.2 The Consideration shall include be allocated among Scheme Shareholders in accordance with their entitlements under the Purchase Price Articles as modified by this Paragraph 7, and it shall be the Contingent Consideration sole responsibility of the Sellers’ Representative to ensure that the Payment Schedule reflects the allocation principles set out in this Paragraph 7 as well as the pro rata deduction for the Sellers’ Representative Expense Reimbursement Amount. 7.3 For the avoidance of doubt, nothing in this Paragraph 7 shall have the effect of increasing or decreasing any amounts payable or issuable by SuperGen pursuant to Paragraphs 3.2 and 6.3 (which specify the “Total Consideration”) and (ii) with respect to maximum amount of consideration payable by SuperGen). SuperGen shall have no liability or responsibility whatsoever for the allocation of the Total Consideration described in Section 2.07(b), to be bound by such allocation in Scheme Shareholders provided it has fulfilled its obligations pursuant to Paragraphs 3.2 and 6.3 and no Scheme Shareholder shall have any claim against SuperGen on any basis whatsoever arising as a result of the preparation, filing and audit application of this Paragraph 7. 7.4 In circumstances where Paragraph 3.4 applies as a result of replacement shares or securities being issued as a consequence of any Tax Return; provided thatmerger, while consolidation, combination, share exchange or similar transaction involving SuperGen, then the parties Sellers’ Representative shall be obligated have sole discretion as to defend in good faith how such allocation in connection with any audit of any Tax Return, the parties shall not be required to litigate in any court any challenge to such allocation by any Taxing Authority. (b) Buyer and Sellers agree to negotiate in good faith to agree on an allocation of the Total Consideration among the Sellers and the Shares and the Transferred Assets; provided that, notwithstanding anything to the contrary in this Agreement, Buyer and Sellers agree that, in all events, (x) the [**] shall be allocated solely to the [**], (y) the [**] and the replacement shares of, [**] in each case, shall be allocated pro rata among the [**], the [**], the [**], the [**] and the [**] according to the relative fair market values of the [**], the [**], the [**], the [**] and the [**] and (z) of the shares of [**]allocated to the [**]and the [**], a number of shares with a fair market value as of the Closing Date of [**] shall be allocated to the laboratory books required to be delivered by Roche Basel to Buyer under Section 5.03 of the Agreement. (c) If, within 90 days after the Closing, the parties or securities are unable to reach agreement on the allocation described in Section 2.07(b), Buyer and Sellers shall refer the matter to an independent accounting firm in the United States to be mutually agreed upon by the parties (the “Independent Accounting Firm”), and the Independent Accounting Firm shall resolve any such disputes in a manner consistent with the proviso to Section 2.07(b). Buyer and Sellers agree that the Independent Accounting Firm’s resolution shall be conclusive valued for the purposes of determining the allocation as operation of the Closing Date. The costs Articles in relation to the Acquisition and specifically in determining the allocations of any such resolution by the Independent Accounting Firm shall be borne equally by the parties. [**] = Portions of this exhibit have been omitted Consideration to Scheme Shareholders pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Commission upon requestScheme. (d) To the extent that any Seller receives any portion of the Purchase Price or Contingent Consideration that has been allocated to the other Seller, such Seller shall be deemed to have received such portion on behalf of the other Seller.

Allocation of Consideration. (a) Buyer Seller and Sellers Purchaser shall endeavor to agree (i) that for U.S. federal income tax purposes, after the consideration for the Shares and the Transferred Assets (for purposes of this Section 2.07 only, the Transferred Assets shall be deemed to include the materials required to be delivered by Sellers to Buyer under Section 5.03 of the Agreement) shall include the Purchase Price and the Contingent Consideration (the “Total Consideration”) and (ii) with respect to the Closing Date on an allocation of the Total Consideration described consideration received by Seller in respect of the MSC Assets under Section 2.07(b), to be bound by such allocation 1001(b) of the Code (the "MSC Consideration") among the MSC Assets in the preparation, filing manner required by Section 1060 of the Code and audit of the Treasury regulations thereunder (the "Allocation"). Seller and Purchaser agree to file all Tax Returns and related forms (including without limitation Form 8594) in accordance with the Allocation and shall not make any Tax Return; provided that, while the parties shall be obligated to defend in good faith such allocation in connection with inconsistent written statement or take any audit of inconsistent position on any Tax Return, the parties shall not be required to litigate in any court refund claim, or during the course of any challenge Internal Revenue Service or other Tax audit. Each party shall deliver to such allocation by the other party a copy of its Form 8594 relating to this transaction not later than 30 days prior to the filing of their respective Forms 8594 and shall notify the other party if it receives notice that the Internal Revenue Service proposes any Taxing Authority. (b) Buyer adjustment to the Allocation. Notwithstanding the foregoing provisions of this Section 2.10, if Seller and Sellers agree to negotiate in good faith Purchaser are unable to agree on an allocation of the Total MSC Consideration within 30 days following the Closing Date, each shall be permitted to allocate the MSC Consideration among the Sellers MSC Assets, and to take any related actions and positions, as it deems appropriate. (b) If the Shares parties agree on an allocation of the MSC Consideration and the Transferred Assets; provided that, notwithstanding anything if an adjustment is made pursuant to Section 2.08C with respect to the contrary in this AgreementMSC Assets, Buyer and Sellers agree that, in all events, (x) the [**] Allocation shall be allocated solely to the [**], (y) the [**] and the shares of, [**] adjusted in each case, shall be allocated pro rata among the [**], the [**], the [**], the [**] and the [**] according to the relative fair market values accordance with Section 1060 of the [**], the [**], the [**], the [**] Code and the [**] as mutually agreed by Purchaser and (z) of the shares of [**]allocated Seller. Purchaser and Seller agree to the [**]and the [**], a number of shares with a fair market value as of the Closing Date of [**] shall be allocated to the laboratory books file any additional information return required to be delivered by Roche Basel filed pursuant to Buyer under Section 5.03 1060 of the Agreement. (c) If, within 90 days after Code and to treat the Closing, Allocation as adjusted in the parties are unable to reach agreement on the allocation manner described in Section 2.07(b2.10(a), Buyer and Sellers shall refer the matter to an independent accounting firm in the United States to be mutually agreed upon by the parties (the “Independent Accounting Firm”), and the Independent Accounting Firm shall resolve any such disputes in a manner consistent with the proviso to Section 2.07(b). Buyer and Sellers agree that the Independent Accounting Firm’s resolution shall be conclusive for the purposes of determining the allocation as of the Closing Date. The costs of any such resolution by the Independent Accounting Firm shall be borne equally by the parties. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Commission upon request. (d) To the extent that any Seller receives any portion of the Purchase Price or Contingent Consideration that has been allocated to the other Seller, such Seller shall be deemed to have received such portion on behalf of the other Seller."

Allocation of Consideration. (a) Buyer Viacom and Sellers Livewire shall endeavor to agree (i) that for U.S. federal income tax purposesas soon as practicable but in any event no later than 30 days after the Statement of Working Capital has been agreed by the parties, the consideration for the Shares and the Transferred Assets (for purposes of this Section 2.07 only, the Transferred Assets shall be deemed to include the materials required to be delivered by Sellers to Buyer under Section 5.03 on an allocation of the Agreement) shall include the Adjusted Purchase Price and the Contingent Consideration Assumed Liabilities (together, the "CONSIDERATION") among the Acquired Assets and the Ancillary Agreements, in the manner required by Section 1060 of the Code and the Treasury regulations thereunder (the “Total Consideration”) "ALLOCATION"). Viacom and (ii) with respect each Purchaser agree that the Consideration allocated to the allocation WEAPH Shares shall not exceed the aggregate of US$25 million plus the amount of indebtedness of the Total Singapore Companies assumed or retired by any Purchaser at Closing but shall not be less than US$20 million and that the Consideration described in Section 2.07(b), to be bound by such allocation in the preparation, filing and audit of any Tax Return; provided that, while the parties shall be obligated allocated among the Acquired Assets, the Assumed Liabilities and the Ancillary Agreements consistent with the agreed-upon Allocation and Viacom and each other applicable Seller and each Purchaser further agree to defend file all Tax Returns and related forms (including without limitation Form 8594) in good faith such allocation in connection accordance with the Allocation and shall not make any audit of inconsistent written statement or take any inconsistent position on any Tax Return, the parties shall not be required to litigate in any court refund claim, or during the course of any challenge Internal Revenue Service or other Tax audit. Each party shall notify the other party if it receives notice that the Internal Revenue Service proposes any adjustment to such allocation by any Taxing Authority. (b) Buyer the Allocation. Notwithstanding the foregoing provisions of this Section 2.11, if Viacom and Sellers agree to negotiate in good faith Livewire are unable to agree on an allocation of the Total Consideration within 30 days after the Statement of Working Capital has been agreed by the parties, each shall be permitted to allocate the Consideration among the Sellers Acquired Assets, the Assumed Liabilities and the Shares Ancillary Agreements, and to take any related actions and positions, as it deems appropriate; PROVIDED, HOWEVER, that (i) such purchase price allocations shall be in accordance with Section 1060 of the Code and the Transferred Assets; provided that, notwithstanding anything to applicable Treasury regulations (and any comparable provisions of foreign Tax law) and (ii) Viacom and its Affiliates or Livewire and its Affiliates (as the contrary in this Agreement, Buyer and Sellers agree that, in all events, (xcase may be) the [**] shall be allocated solely to the [**], (y) the [**] and the shares of, [**] in each case, shall be allocated pro rata among the [**], the [**], the [**], the [**] and the [**] according to the relative fair market values of the [**], the [**], the [**], the [**] and the [**] and (z) of the shares of [**]allocated to the [**]and the [**], a number of shares with a fair market value as of the Closing Date of [**] shall be allocated to the laboratory books required to be delivered by Roche Basel to Buyer under Section 5.03 of the Agreement. (c) If, within 90 days after the Closing, the parties are unable to reach agreement on the allocation described in Section 2.07(b), Buyer and Sellers shall refer the matter to an independent accounting firm in the United States to be mutually agreed upon by the parties (the “Independent Accounting Firm”)bound by, and the Independent Accounting Firm shall resolve not take any such disputes in a manner consistent with the proviso to Section 2.07(b). Buyer and Sellers agree that the Independent Accounting Firm’s resolution shall be conclusive for the purposes of determining the allocation as of the Closing Date. The costs of any such resolution by the Independent Accounting Firm shall be borne equally by the parties. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Commission upon requestTax reporting positions inconsistent with, their respective allocations. (d) To the extent that any Seller receives any portion of the Purchase Price or Contingent Consideration that has been allocated to the other Seller, such Seller shall be deemed to have received such portion on behalf of the other Seller.

Allocation of Consideration. (a) Buyer and Sellers agree (i) that for U.S. federal income tax purposes, the consideration for the Shares and the Transferred Assets (for purposes of this Section 2.07 only, the Transferred Assets Seller shall be deemed to include the materials required to be delivered by Sellers to Buyer under Section 5.03 of the Agreement) shall include the Purchase Price and the Contingent Consideration (the “Total Consideration”) and (ii) cooperate with respect to the allocation of the Total Consideration described in Section 2.07(b), to be bound by such allocation each other in the preparation, filing and audit preparation of any Tax Return; provided that, while the parties shall be obligated to defend in good faith such allocation in connection with any audit of any Tax Return, the parties shall not be required to litigate in any court any challenge to such allocation by any Taxing Authority. (b) Buyer and Sellers agree to negotiate in good faith to agree on an allocation of the Total Consideration Aggregate Purchase Price (including the Assumed Liabilities to the extent properly taken into account under the Code and the Treasury regulations promulgated thereunder) among the Sellers Purchased Assets, and use their Best Efforts to complete such allocation (the “Allocation”) in a manner mutually acceptable to the parties prior to the Closing or by such earlier date as may be required or requested by the SEC in connection with the preparation of the Proxy Statement, which Allocation shall be binding upon Buyer and Seller. In the event that Buyer and Seller are unable to agree upon the Allocation during the period specified above, such disagreement shall be submitted to an Arbitrator for resolution either (i) after the Closing or (ii) to the extent completion of the Allocation is required or requested by the SEC in connection with the preparation of the Proxy Statement, as promptly as practicable and, in any event, prior to the filing or mailing of the Proxy Statement. In rendering its decision, the Arbitrator shall take into account the relevant sections of the Code, and the Shares rules and the Transferred Assets; provided thatregulations promulgated thereunder, notwithstanding anything to the contrary in this Agreement, Buyer and Sellers agree that, in all events, (x) the [**] shall be allocated solely to the [**], (y) the [**] and the shares of, [**] in each case, shall be allocated pro rata among the [**], the [**], the [**], the [**] and the [**] according to the relative fair market values value of each of the [**]Purchased Assets. Not later than thirty (30) days prior to the filing of their respective Forms 8594 related to the Transactions, each of Buyer and Seller shall deliver to the [**]other a copy of its Form 8594. Each of Buyer and Seller agrees to (i) be bound by the Allocation, (ii) act in accordance with the [**], Allocation in the [**] preparation of all financial statements and the [**] filing of all Tax Returns (including without limitation filing Form 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date) and in the course of any Tax audit, Tax review or Tax litigation related thereto, and (ziii) take no position and cause or permit their respective Affiliates to take no position inconsistent with the Allocation for income Tax purposes, including United States federal and state income Tax, and foreign income Tax, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the shares of [**]allocated to Code. In the [**]and event that the [**], a number of shares with a fair market value as of the Closing Date of [**] shall be allocated to the laboratory books required to be delivered Allocation is disputed by Roche Basel to Buyer under Section 5.03 of the Agreement. (c) If, within 90 days after the Closingany Governmental Entity, the parties are unable to reach agreement on the allocation described in Section 2.07(b), Buyer party receiving notice of such dispute shall promptly notify and Sellers shall refer the matter to an independent accounting firm in the United States to be mutually agreed upon by the parties (the “Independent Accounting Firm”), and the Independent Accounting Firm shall resolve any such disputes in a manner consistent consult with the proviso to Section 2.07(b). Buyer other party and Sellers agree that the Independent Accounting Firm’s resolution shall be conclusive for the purposes of determining the allocation as of the Closing Date. The costs of any such resolution by the Independent Accounting Firm shall be borne equally by the parties. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Commission upon request. (d) To the extent that any Seller receives any portion of the Purchase Price or Contingent Consideration that has been allocated to keep the other Seller, party apprised of material developments concerning resolution of such Seller shall be deemed to have received such portion on behalf of the other Sellerdispute.