Common use of Basis of Presentation Clause in Contracts

Basis of Presentation. The unaudited pro forma condensed combined financial information was prepared with the Merger being accounted for as an asset acquisition by Xxxxx of AlmataBio. Upon completion of the Merger, Xxxxx obtained control of AlmataBio’s assets consisting primarily of cash and in-process research and development (“IPR&D”). In accordance with U.S. GAAP, Xxxxx must first assess whether an integrated set of assets and activities should be accounted for as an acquisition of a business or an asset acquisition. An initial screen test is completed to determine if substantially all of the fair value of the gross assets acquired of AlmataBio is concentrated in a single asset or group of similar assets. If that screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Xxxxx accounted for the acquisition of AlmataBio as an asset acquisition as substantially all of the fair value of the gross assets being acquired of AlmataBio is concentrated within AlmataBio’s IPR&D, specifically AVTX-009. Under the asset acquisition method of accounting, the assets acquired and liabilities assumed are recognized and measured at fair value and no goodwill is recorded or recognized. Acquired IPR&D that has no future alternative use is expensed at the time of acquisition. The pro forma adjustments reflecting the consummation of the Merger and PIPE Financing are based on certain currently available information and certain assumptions and methodologies that Xxxxx believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is possible that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Xxxxx believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Merger and PIPE Financing based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Merger. The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies and does not purport to represent the actual results of operations that Xxxxx and AlmataBio would have achieved had the companies been combined during the periods presented and is not intended to project the future results of operations that the combined company may achieve after the Merger.

Basis of Presentation. The M&M Acquisition is being accounted for as a business combination using the acquisition method of accounting under US GAAP, in accordance with the provisions of ASC 805, which requires assets acquired and liabilities assumed to be recorded at their acquisition date fair value. ASC 820, Fair Value Measurements, defines the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgement could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. As of the date of this Current Report, Celanese has not completed the detailed valuation studies necessary to determine the fair value of M&M Business’ assets to be acquired and the liabilities to be assumed and the related allocations of purchase price. Therefore, the allocation of the purchase price as reflected in the preliminary unaudited pro forma condensed combined financial information was prepared with the Merger being accounted for as an asset acquisition by Xxxxx of AlmataBio. Upon completion of the Merger, Xxxxx obtained control of AlmataBio’s assets consisting primarily of cash and in-process research and development (“IPR&D”). In accordance with U.S. GAAP, Xxxxx must first assess whether an integrated set of assets and activities should be accounted for as an acquisition of a business or an asset acquisition. An initial screen test statements is completed to determine if substantially all based upon management's preliminary estimates of the fair value of the gross assets acquired of AlmataBio is concentrated in a single asset or group of similar assets. If that screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Xxxxx accounted for the acquisition of AlmataBio as an asset acquisition as substantially all of the fair value of the gross assets being acquired of AlmataBio is concentrated within AlmataBio’s IPR&D, specifically AVTX-009. Under the asset acquisition method of accounting, the assets acquired and liabilities assumed are recognized assumed. The final allocation of the purchase price will be determined after completion of the M&M Acquisition and measured at determination of the estimated fair value of M&M Business’ assets and no goodwill is recorded or recognized. Acquired IPR&D that has no future alternative use is expensed at the time of acquisition. The pro forma adjustments reflecting the consummation of the Merger and PIPE Financing are based on certain currently available information and certain assumptions and methodologies that Xxxxx believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is possible that the actual adjustments will differ from the pro forma adjustmentsliabilities, and it is possible associated tax adjustments. Any adjustments to the difference may be material. Xxxxx believes that its assumptions and methodologies provide preliminary estimated fair value amounts could have a reasonable basis for presenting all of significant impact on the significant effects of the Merger and PIPE Financing based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the preliminary unaudited pro forma condensed combined financial statements contained herein and our future results of operations and financial position. There can be no assurance that such finalization will not result in material changes. Celanese’s and the M&M Business’ historical financial statements were prepared in accordance with US GAAP and presented in US dollars. As discussed in Note 3, certain reclassifications were made to align Celanese’s and the M&M Business’ financial statement presentation. Celanese has not identified all adjustments necessary to conform M&M Business’ accounting policies to Celanese’s accounting policies. Upon completion of the M&M Acquisition, or as more information becomes available, Celanese will perform a more detailed review of M&M Business’ accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined company’s financial information. The Further, there were no material intercompany transactions and balances between Celanese and M&M Business as of and for the three months ended March 31, 2022 and for the year ended December 31, 2021. All amounts presented within these notes to the preliminary unaudited pro forma condensed combined financial information does not give effect to any anticipated synergiesstatements are in millions, operating efficiencies, tax savings, or cost savings that may be associated with the Merger. The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies and does not purport to represent the actual results of operations that Xxxxx and AlmataBio would have achieved had the companies been combined during the periods presented and is not intended to project the future results of operations that the combined company may achieve after the Mergerexcept per share data.

Basis of Presentation. The unaudited pro forma condensed combined financial information was statements were prepared in accordance with the regulations of the SEC Regulation S-X, and are intended to show how the Merger being accounted might have affected the historical financial statements if the Merger had been completed as of March 31, 2021 for as the purposes of the balance sheet, on January 1, 2020 for the purposes of the statement of operations for the year ended December 31, 2020 and the statement of operations for the three months ended March 31, 2021. Based on the terms of the Merger, Eloxx has been determined to be the acquiring company for accounting purposes and the Company has preliminarily concluded the merger represents an asset acquisition by Xxxxx Eloxx of AlmataBioZikani. Upon completion of To determine the Merger, Xxxxx obtained control of AlmataBio’s assets consisting primarily of cash and in-process research and development (“IPR&D”). In accordance with accounting for this transaction under U.S. GAAP, Xxxxx a company must first assess whether an integrated set of assets and activities should will be accounted for as an acquisition of a business or an asset acquisition. An The guidance requires an initial screen test is completed to determine if substantially all of the relative fair value of the gross assets acquired of AlmataBio is concentrated in a single asset or group of similar non-financial assets. If that screen is met, the transaction set is accounted for not a business. In connection with the acquisition of Zikani, substantially all of the consideration paid is allocable to the fair value of acquired IPR&D and, as such, the acquisition is expected to be treated as an asset acquisition. If Zikani’s assets and liabilities will be measured and recognized at their relative fair values, as estimated in good faith by management, and allocated to the screen net assets acquired as of the transaction date, and combined with the assets, liabilities, and results of operations of Eloxx on consummation of the Merger. In accordance with ASC 730, Research and Development, the portion of arrangement consideration allocated to the acquired IPR&D based on its relative fair value, is included as an operating expense as there is no alternative future use. The Company has not metcompleted its valuation analysis of the fair market value of Zikani’s assets acquired and liabilities assumed. Using the total consideration for the merger, further determination is required as to whether or not the Company has acquired inputs estimated the allocations to such assets and processes that have liabilities, based on their relative fair values. This preliminary purchase price allocation has been used to prepare pro forma adjustments in the ability to create outputs which would meet unaudited pro forma combined balance sheet. The final purchase price allocation will be determined when the definition of a businessCompany has completed the detailed valuation analysis. Xxxxx accounted for the acquisition of AlmataBio as an asset acquisition as substantially all The pro forma adjustments are preliminary and based on management’s estimates of the fair value of the gross assets being acquired of AlmataBio is concentrated within AlmataBio’s IPR&D, specifically AVTX-009. Under the asset acquisition method of accounting, the assets acquired and liabilities assumed are recognized and measured at fair value and no goodwill is recorded or recognized. Acquired IPR&D that has no future alternative use is expensed at have been prepared to illustrate the time estimated effect of the acquisition. The pro forma adjustments reflecting the consummation of the Merger and PIPE Financing These estimates are based on certain currently the most recently available information and certain information. To the extent there are material differences upon completion of the final purchase price allocation, the assumptions and methodologies that Xxxxx believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is possible that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Xxxxx believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Merger and PIPE Financing based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied estimates set forth in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Merger. The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies and does not purport to represent the actual results of operations that Xxxxx and AlmataBio would have achieved had the companies been combined during the periods presented and is not intended to project the future results of operations that the combined company may achieve after the Mergerstatements could change significantly.

Basis of Presentation. The unaudited pro forma condensed combined financial information was prepared with on the Merger being basis that the Acquisition is accounted for as an asset acquisition of Xxxxx by Xxxxx of AlmataBio. Upon completion of under accounting principles generally accepted in the Merger, Xxxxx obtained control of AlmataBio’s assets consisting primarily of cash and in-process research and development (“IPR&D”)United States. In accordance with U.S. GAAPthe Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, Xxxxx must first assess whether an integrated set of assets and activities should be accounted for as an acquisition of a business or an asset acquisition. An evaluated the initial screen test is completed to determine if substantially all of the fair value of the gross assets acquired of AlmataBio Xxxxx is concentrated in a single asset or a group of similar assets. If Xxxxx concluded that screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Xxxxx accounted for the acquisition of AlmataBio as an asset acquisition as substantially all of the fair value of the gross assets being acquired of AlmataBio Xxxxx is concentrated within AlmataBio’s in the TNT119 (“IPR&D”) asset. Accordingly, specifically AVTX-009Xxxxx will account for the transaction as an asset acquisition. Under the asset acquisition method of accounting, consideration is allocated to the assets acquired and liabilities assumed are recognized and measured at on a relative fair value and basis, no goodwill is recorded or recognizedand all direct acquisition costs are included in the total consideration transferred. Acquired Any acquired IPR&D that has with no future alternative use is will be expensed at the time closing of acquisitionthe Acquisition. The pro forma adjustments reflecting the consummation of the Merger Acquisition, Private Placement, and PIPE Financing related transactions are based on certain currently available information and certain information, assumptions and methodologies that Xxxxx believes are reasonable under the circumstances. The information, assumptions and methodologies used to determine the pro forma adjustments, which are described in the accompanying these notes, may be revised change as additional information becomes available and is evaluatedevaluated by Xxxxx. Therefore, it is possible likely that the actual adjustments will differ from the pro forma adjustments, and it is possible that the difference may be material. Xxxxx believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Merger Acquisition, Private Placement, and PIPE Financing related transactions based on information available to Eliem management at as of the date of this time proxy statement and that the pro forma adjustments give appropriate effect to those assumptions and methodologies and are properly applied in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Merger. The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies and does not purport to represent the actual results of operations that Xxxxx and AlmataBio would have achieved had the companies been combined during the periods presented and is not intended to project the future results of operations that the combined company may achieve after the Merger.

Basis of Presentation. The unaudited pro forma condensed combined financial information was prepared with the Merger M&M Acquisition is being accounted for as an asset acquisition by Xxxxx of AlmataBio. Upon completion of the Merger, Xxxxx obtained control of AlmataBio’s assets consisting primarily of cash and in-process research and development (“IPR&D”). In accordance with U.S. GAAP, Xxxxx must first assess whether an integrated set of assets and activities should be accounted for as an acquisition of a business or an asset acquisition. An initial screen test is completed to determine if substantially all of combination using the fair value of the gross assets acquired of AlmataBio is concentrated in a single asset or group of similar assets. If that screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Xxxxx accounted for the acquisition of AlmataBio as an asset acquisition as substantially all of the fair value of the gross assets being acquired of AlmataBio is concentrated within AlmataBio’s IPR&D, specifically AVTX-009. Under the asset acquisition method of accountingaccounting under US GAAP, in accordance with the provisions of ASC 805, which requires assets acquired and liabilities assumed are recognized and measured to be recorded at their acquisition date fair value and no goodwill is recorded value. ASC 820, Fair Value Measurements, defines the term “fair value” as “the price that would be received to sell an asset or recognized. Acquired IPR&D that has no future alternative use is expensed paid to transfer a liability in an orderly transaction between market participants at the time of acquisition. The pro forma adjustments reflecting the consummation of the Merger and PIPE Financing are based on certain currently available information and certain assumptions and methodologies that Xxxxx believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may measurement date.” Fair value measurements can be revised as additional information becomes available and is evaluated. Therefore, it is possible that the actual adjustments will differ from the pro forma adjustmentshighly subjective, and it is possible the difference may be materialapplication of reasonable judgement could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. Xxxxx believes that its assumptions and methodologies provide a reasonable basis for presenting all As of the significant effects date of this Current Report, Celanese has not completed the detailed valuation studies necessary to determine the fair value of M&M Business’ assets acquired and the liabilities assumed and the related allocations of purchase price. Therefore, the allocation of the Merger and PIPE Financing based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied purchase price as reflected in the unaudited pro forma condensed combined financial informationstatements is based upon management's preliminary estimates of the fair value of the assets acquired and liabilities assumed. The final allocation of the purchase price will be determined after completion of the detailed valuation studies and determination of the estimated fair value of M&M Business’ assets and liabilities, and associated tax adjustments. Any adjustments to the preliminary estimated fair value amounts could have a significant impact on the unaudited pro forma condensed combined financial statements contained herein and our future results of operations and financial position. There can be no assurance that such finalization will not result in material changes. Celanese’s and the M&M Business’ historical financial statements were prepared in accordance with US GAAP and presented in US dollars. As discussed in Note 3, certain reclassifications were made to align Celanese’s and the M&M Business’ financial statement presentation. Celanese has not identified all adjustments necessary to conform the M&M Business’ accounting policies to Celanese’s accounting policies. As more information does not give effect to any anticipated synergiesbecomes available, operating efficienciesCelanese will perform a more detailed review of the M&M Business’ accounting policies. As a result of that review, tax savings, or cost savings that may differences could be associated with identified between the Merger. The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration accounting policies of the two companies and does not purport to represent the actual results of operations that Xxxxx and AlmataBio would that, when conformed, could have achieved had the companies been combined during the periods presented and is not intended to project the future results of operations that a material impact on the combined company may achieve after company’s financial information. Further, there were no material intercompany transactions and balances between Celanese and the MergerM&M Business as of and for the six months ended June 30, 2022 and for the year ended December 31, 2021.