Common use of CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER Clause in Contracts

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER. The following is a general discussion of certain federal income tax consequences of a sale of Units pursuant to the Offer, assuming that the Partnership is treated and taxable as a partnership for federal income tax purposes. This summary is of a general nature only and does not discuss all aspects of federal income taxation that may be relevant to each Holder in light of such Xxxxxx's particular circumstances. In addition, the summary does not discuss aspects of federal income taxation that may be relevant to Holders subject to special treatment under the federal income tax laws, such as foreign persons, dealers in securities, insurance companies, tax-exempt organizations, banks, thrifts, regulated investment companies or Holders that hold Units as assets other than capital assets (within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code")). This summary is based on the Code, Treasury regulations thereunder, and administrative and judicial interpretations thereof, as of the date hereof, all of which are subject to change, possibly on a retroactive basis. EACH HOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF SELLING UNITS PURSUANT TO THIS OFFER. THIS SUMMARY DOES NOT DISCUSS ANY FOREIGN, STATE OR LOCAL TAX CONSEQUENCES OF SELLING UNITS PURSUANT TO THIS OFFER. CONSEQUENCES TO HOLDERS WHO TENDER UNITS. A Holder who tenders Units pursuant to the Offer generally will recognize gain or loss equal to the difference between (i) the Holder's "amount realized" and (ii) the Holder's adjusted tax basis in the Units tendered. The amount realized with respect to a Unit sold pursuant to the Offer is the sum of the amount of cash received by the Holder for such Unit and such Holder's share of Partnership liabilities allocable to such Unit (as determined under Section 752 of the Code). The amount of a Holder's adjusted tax basis in his or her Units will vary depending on the Holder's particular circumstances, and will be affected by both allocations of Partnership income, gain and loss during the year in which Units are tendered, and distributions, if any, made by the Partnership to a Holder with respect to such Units during such year. The Partnership's taxable income, gain and loss for the taxable year will be allocated between the Purchaser and tendering Holders in accordance with the terms of the Partnership Agreement.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER. The following is a general discussion of certain federal income tax consequences of a sale of Units pursuant to the Offer, assuming that the Partnership is treated and taxable as a partnership for federal income tax purposes. This summary is of a general nature only and does not discuss all aspects of federal income taxation that may be relevant to each Holder in light of such Xxxxxx's particular circumstances. In addition, the summary does not discuss aspects of federal income taxation that may be relevant to Holders subject to special treatment under the federal income tax laws, such as foreign persons, dealers in securities, insurance companies, tax-exempt organizations, banks, thrifts, regulated investment companies or Holders that do not hold Units as assets other than capital assets (within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code")). This summary is based on the Code, Treasury regulations thereunder, and administrative and judicial interpretations thereof, as of the date hereof, all of which are subject to change, possibly on a retroactive basis. EACH HOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF SELLING UNITS PURSUANT TO THIS OFFER. THIS SUMMARY DOES NOT DISCUSS ANY FOREIGN, STATE OR LOCAL TAX CONSEQUENCES OF SELLING UNITS PURSUANT TO THIS OFFER. CONSEQUENCES TO HOLDERS WHO TENDER UNITS. A Holder who tenders Units pursuant to the Offer generally will recognize gain or loss equal to the difference between (i) the Holder's "amount realized" and (ii) the Holder's adjusted tax basis in the Units tendered. The amount realized with respect to a Unit sold pursuant to the Offer is the sum of the amount of cash received by the Holder for such Unit and such Holder's share of Partnership liabilities allocable to such Unit (as determined under Section 752 of the Code). The amount of a Holder's adjusted tax basis in his or her Units will vary depending on the Holder's particular circumstances, and will be affected by both allocations of Partnership income, gain and loss during the year in which Units are tendered, and distributions, if any, made by the Partnership to a Holder with respect to such Units during such year. The Partnership's taxable income, gain and loss for the taxable year will be allocated between the Purchaser and tendering Holders in accordance with the terms of the Partnership Agreement.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER. The following is a general discussion of certain federal income tax consequences of a sale of Units the CCPRs pursuant to the Offer, assuming that the Partnership is treated and taxable as a partnership for federal income tax purposes. This summary is of a general nature only and does not discuss all aspects of federal income taxation that may be relevant to each particular Holder in light of such Xxxxxx's particular circumstances. In addition, the summary does not discuss aspects of federal income taxation that may be relevant to Holders subject to special treatment under the federal income tax laws, such as foreign persons, dealers in securities, insurance companies, tax-exempt organizations, banks, thrifts, regulated investment companies or Holders that do not hold Units CCPRs as assets other than capital assets (within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code")). This summary is based on the Code, Treasury regulations thereunder, and the administrative and judicial interpretations thereof, as of the date hereof, all of which are subject to change, possibly on a retroactive basis. The summary of certain of the federal income tax consequences of a sale of CCPRs pursuant to the Offer set forth below assumes that (i) CCPRs are treated as debt instruments for federal income tax purposes, (ii) all of the payments received in connection with the sale of CCPRs pursuant to the Offer qualify for capital gain treatment under the Code, and (iii) neither Class A Interests in ACPLP nor CCPRs were or are traded on an established securities market. It is unclear whether the Internal Revenue Service or a court would treat CCPRs as debt instruments, and CCPRs could be treated as, among other things, either interests in a partnership among Holders and Amgen or as equity interests in Amgen. If CCPRs are not treated as debt instruments for federal income tax purposes, the tax consequences to Holders of a sale of CCPRs pursuant to the Offer could be materially different than the tax consequences summarized below. Furthermore, the federal income tax consequences to Holders who sell CCPRs pursuant to the Offer will depend, in whole or in part, on the tax consequences to such Holders of their receipt of CCPRs in exchange for their Class A Interests in ACPLP. Among other things, the character of gain or loss on a sale of CCPRs pursuant to the Offer, the time or times, if any, at which Holders must include interest in income and the amount of such interest income, and the application of rules applicable to dispositions of installment obligations will be determined by the federal income tax treatment applicable to dispositions of Class A Interests in ACPLP in exchange for Advance Payments and CCPRs. EACH HOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF SELLING UNITS CCPRS PURSUANT TO THIS OFFER. THIS SUMMARY DOES NOT DISCUSS ANY FOREIGN, STATE OR LOCAL TAX CONSEQUENCES OF SELLING UNITS CCPRS PURSUANT TO THIS OFFER. CONSEQUENCES TO HOLDERS WHO TENDER UNITSCCPRS. A Under current Treasury regulations, a Holder who tenders Units CCPRs pursuant to the Offer generally will recognize gain or loss equal to the difference between (i) the Holder's "amount realized" (reduced by any portion treated as interest as described below) and (ii) the Holder's adjusted tax basis in the Units CCPRs tendered. The In general, the amount realized with respect to a Unit CCPR sold pursuant to the Offer is the sum of the amount of cash received by the Holder in exchange for such Unit and such Holder's share of Partnership liabilities allocable to such Unit (as determined under Section 752 of the Code)CCPR. The amount of a HolderA Xxxxxx's adjusted tax basis in his or her Units CCPRs will vary depending on the Holder's particular circumstances. Under current Treasury regulations, and a portion of the amount realized on a sale of CCPRs pursuant to the Offer will be affected treated as a principal payment. The portion treated as a principal payment will be an amount equal to the present value of the amount realized, determined by both allocations discounting the amount realized at the "applicable federal rate" set forth in the Code from the date of Partnership income, gain and loss during the year in sale of CCPRs pursuant to the Offer to the date on which Units are tendered, and distributions, if any, made by Amgen exercised the Partnership Purchase Option (March 12, 1993). The excess of the amount realized over the portion that is treated as a principal payment will be taxable at ordinary income tax rates (currently a maximum of 39.6% for non-corporate taxpayers) as interest. Alternatively, Holders may determine the tax consequences of a sale of CCPRs using any other reasonable method, including a method which would have been required under proposed Treasury regulations in effect at the time the CCPRs were issued. Holders should consult their own tax advisors concerning the application of such proposed Treasury regulations. TAXATION OF NET CAPITAL GAIN OR LOSS. The Taxpayer Relief Act of 1997 (HR 2014) (the "Taxpayer Relief Act"), enacted into law on August 5, 1997, generally reduces the maximum rate of tax on net capital gain for individuals, estates and trusts from 28% to a Holder with respect 20%. In addition, the Act provides for additional rate reductions on gains attributable to dispositions of certain property for taxable years beginning after December 31, 2000. However, for sales or exchanges of capital assets after July 28, 1997, the 20% rate applies only to gains attributable to such Units during such yearassets that were held for more than 18 months. The Partnership's 28% rate continues to apply to gains attributable to sales or exchanges of capital assets held for more than one year but not more than 18 months. For non- corporate taxpayers, capital losses are deductible only to the extent of capital gains plus up to $3,000 of ordinary income. If capital losses are not used in a tax year, such losses generally can be carried forward to succeeding tax years indefinitely. Non-corporate taxpayers are not entitled to carry back capital losses to prior taxable incomeyears. Under current law, gain the maximum federal income tax rate applicable to capital gains and loss ordinary income for corporations is 35%. Corporations may only offset capital losses only against capital gains. Corporations are entitled to carry back unused capital losses to the three preceding taxable year will be allocated between years and carry forward unused capital losses to the Purchaser and tendering Holders in accordance with the terms of the Partnership Agreementsucceeding five taxable years.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER. The following is a general discussion summary of certain the material United States federal income tax consequences of a sale the receipt of Units cash for Shares pursuant to the Offer, assuming that Offer or the Partnership is treated and taxable as a partnership for federal income tax purposesMerger. This summary is of a for general nature information only and does not discuss address all aspects of federal income taxation that may be relevant to each Holder in light of such Xxxxxx's particular circumstancesHolders. For example, this discussion does not address tax consequences under any applicable foreign, state, local or other tax laws. In addition, the summary this discussion does not discuss aspects of address the federal income taxation that may be relevant tax consequences of the receipt of cash for Shares pursuant to Holders the Offer or the Merger to particular categories of taxpayers subject to special treatment under the United States federal income tax laws, such as foreign personstrusts, dealers in securitiesfinancial institutions, insurance companiesbroker-dealers, persons who are not citizens or residents of the United States, tax-exempt organizations, bankslife insurance companies, thrifts, regulated investment companies employees 8 11 who acquire their Shares through the exercise of an employee stock option or Holders that hold Units otherwise as assets other than capital assets (within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code")). This summary is based on the Code, Treasury regulations thereundercompensation, and administrative and judicial interpretations thereof, as persons who receive payments in respect of the date hereof, all of which are subject options to change, possibly on a retroactive basisacquire Shares. EACH HOLDER SHOULD HOLDERS ARE URGED TO CONSULT HIS OR HER OWN THEIR TAX ADVISOR AS ADVISORS WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF SELLING UNITS PURSUANT TO THIS OFFER. THIS SUMMARY DOES NOT DISCUSS ANY FOREIGN, STATE OR LOCAL SPECIFIC TAX CONSEQUENCES OF SELLING UNITS PURSUANT THE OFFER AND THE MERGER TO THIS OFFERTHEM, INCLUDING THE CONSEQUENCES UNDER FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX LAWS. CONSEQUENCES TO HOLDERS WHO TENDER UNITS. A Holder who tenders Units The receipt of cash for Shares pursuant to the Offer generally or the Merger will be a taxable transaction for federal income tax purposes. In general, a Holder who receives cash for Shares pursuant to the Offer or the Merger will recognize gain or loss for federal income tax purposes equal to the difference between (i) the Holder's "amount realized" and (ii) the Holder's adjusted tax basis in the Units tendered. The amount realized with respect to a Unit sold pursuant to the Offer is the sum of the amount of cash received by in exchange for the Holder for such Unit Shares sold and such Holder's share of Partnership liabilities allocable to such Unit (as determined under Section 752 of the Code). The amount of a Holder's adjusted Holdxx'x xdjusted tax basis in his such Shares. Provided that the Shares constitute capital assets in the hands of the Holders, such gain or her Units loss will vary depending on the Holder's particular circumstances, be treated as capital gain or loss and will be affected treated as long-term capital gain or loss if the Holder has held the Shares for more than one year at the time of sale. However, because the Shares (other than Shares held by both allocations IHS) were first issued to the public on October 3, 1996, if the Offer and the Merger are consummated prior to October 3, 1997, gains or losses on such Shares will be treated as short-term capital gains or losses. Gain or loss will be calculated separately for each block of Partnership incomeShares (i.e., gain a group of Shares with the same tax basis and loss during holding period). Legislative proposals have recently been introduced in Congress to reduce effective tax rates applicable to net long-term capital gains and to limit further the year in which Units are tendereddeductibility of long-term capital losses. If the proposals were enacted into law, and distributionsthe effective date of such legislation were to be such that the Offer and the Merger were covered by such legislation, it is possible that capital gains recognized as a result of such transactions would generally be taxed at reduced effective tax rates, and that capital losses would be subject to further limitations on deductibility. However, it is not clear whether the proposals will be enacted, and, if anyenacted, made by whether the Partnership to a Holder proposals will apply with respect to such Units during such yearthe sale of Shares pursuant to the Offer and/or the Merger. The Partnership's taxable income, gain and loss for the taxable year will be allocated between the Purchaser and tendering Holders in accordance with the terms of the Partnership Agreement6.