Common use of Purchase Price; Allocation of Purchase Price Clause in Contracts

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon as practicable, and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares and the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values. (c) Each of Guidant, Abbott and each of their respective Affiliates shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Country Allocation and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation or the In-Country Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authority. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceeding.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate The purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”) shall be the Estimated Purchase Price, as set forth in Annex 1 of Exhibit A and as adjusted in accordance with Section 2.01(b) of the Restructuring Agreement. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial The Purchase Price shall be paid at by Novo Nordisk Delivery Technologies, Inc. to Aradigm on the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to date hereof. (a) As soon as practicable after the Closing. Abbott , Novo Nordisk Delivery Technologies, Inc. shall make any required withholding of Taxes from deliver to Aradigm a statement (the “Allocation Statement”), allocating the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up(plus Assumed Liabilities, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Priceextent properly taken into account under Section 1060 of the Code) among the Purchased Assets in accordance with Section 1060 of the Code. No later than five If within 30 days prior after the delivery of the Allocation Statement Aradigm notifies Novo Nordisk Delivery Technologies, Inc. in writing that Aradigm objects to the Closingallocation set forth in the Allocation Statement, Abbott Novo Nordisk Delivery Technologies, Inc. and Aradigm shall provide Schedule 2.04(ause commercially reasonable efforts to resolve such dispute within twenty (20) days. In the event that Novo Nordisk Delivery Technologies, Inc. and Aradigm are unable to resolve such dispute within twenty (20) days, Novo Nordisk Delivery Technologies, Inc. and Aradigm shall jointly retain a nationally recognized accounting firm (the “Accounting Referee”) to Guidant which shall set forth resolve the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment disputed items. Upon resolution of the Purchase Pricedisputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by Novo Nordisk Delivery Technologies, Inc. and Aradigm. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon as practicable, and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares and the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values. (c) Each of GuidantAradigm and Novo Nordisk Delivery Technologies, Abbott and each of their respective Affiliates shall Inc. agrees to (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, Statement and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent act in accordance with the Country Allocation Statement in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the In-Country Allocation. None taxable year that includes the date of Guidant, Abbott or the Closing). (c) Not later than thirty (30) days prior to the filing of their respective Affiliates Forms 8594 relating to the transactions contemplated by this Agreement, each party hereto shall take any position inconsistent with the Country Allocation or the In-Country Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authority. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify deliver to the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceedinga copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as adjustments set forth in Section 2.06 with respect to a Deferred Local Closing)2.07, an aggregate the purchase price for the Purchased Assets and shall be $80 million (such amount less the Shares in an amount in cash equal to $4,100,000,000 (Employee Amounts, the “Initial Purchase Price”). At the Closing, the Purchasers The Purchaser shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes deduct $250,000 from the Purchase Price in respect of the commercial activities Tax and sales and use Taxes of the State of Ohio and such amount shall pay Guidant be remitted by the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect Purchaser to the Purchase Price. No later than five days prior appropriate Governmental Authority on a timely basis or at the request of the Seller, if permitted by applicable Law, paid over by the Purchaser to the ClosingSeller upon delivery by the Seller to the Purchaser of an official receipt, Abbott shall provide Schedule 2.04(a) certification or other statement from the Governmental Authority that such Taxes have been paid to Guidant which shall set forth the jurisdictions in which Abbott Governmental Authority on a timely basis or the other applicable Purchasers intend to withhold that no such Taxes on payment of the Purchase Priceare due. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation The sum of the Purchase Price and the Assumed Liabilities and any other consideration payable by country based on an estimate the Purchaser hereunder shall be allocated among the Purchased Assets as of the fair market values Closing in accordance with Section 1060 of the Shares Code and Purchased Assets the Regulations thereunder (the “Estimated Country Allocation”). As soon as practicable, and Within 30 Business Days after the finalization of any Purchase Price adjustment pursuant to Section 2.07 but in any event not event, no later than five days prior to (i) the latest date required by applicable Law and (ii) seventy 90 calendar days after the ClosingClosing Date, Abbott the Purchaser shall provide the Seller with a proposed Allocation for Guidantthe Seller’s review and comment. If the Seller does not provide any comments (A) an allocation to the Purchaser in writing within 45 Business Days following delivery by the Purchaser of the Purchase Price among proposed Allocation, then the Shares Allocation proposed by the Purchaser shall be deemed to be final and binding absent manifest error. If, however the Seller submits comments to the Purchaser within such 45-Business Day period, the Purchaser and the Purchased Assets by country based on Seller shall negotiate in good faith to resolve any differences within 30 Business Days. If the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation Seller and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott Purchaser are unable to reach agreement on the Country Allocation a resolution within five days following the relevant date provided in Section 2.04(b)(ii)such 30-Business Day period, the Country Allocation then all remaining disputed items shall be determined submitted for resolution by an internationally-recognized internationally recognized, independent accounting firm mutually selected by Abbott the Purchaser and Guidant the Seller (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided), however, that the Country Allocation Accounting Firm which shall make its a final determination as to the disputed items within thirty days following 30 Business Days after such submission, and such determination shall be final, binding and conclusive on the date provided in Section 2.04(b)(ii). The determination made by Seller and the Country Allocation Accounting Firm shall be, Purchaser absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses disbursements of the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself the Seller and the Sellers, Purchaser. Any subsequent adjustments to the sum of the Purchase Price and Abbott, on behalf Assumed Liabilities and any other consideration payable by the Purchaser hereunder shall be reflected in the Allocation in a manner consistent with Section 1060 of itself the Code and the other PurchasersRegulations thereunder. For all Tax purposes, shall acknowledge each of the Purchaser, Parent and the Seller agree that the Country Allocation and In-Country Allocation will transactions contemplated in this Agreement shall be done at arm’s length based upon reported in a good faith determination of fair market values. (c) Each of Guidant, Abbott and each of their respective Affiliates shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis manner consistent with the Country Allocation terms of this Agreement, including the Allocation, and the In-Country Allocation. None that none of Guidant, Abbott or their respective Affiliates shall them will take any position inconsistent with the Country Allocation or the In-Country Allocation therewith in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authorityotherwise. In Each of Parent, and the event that Seller, on the Country Allocation or one hand, and the In-Country Allocation is disputed by any taxing authorityPurchaser, the party receiving notice of the dispute shall promptly notify on the other party heretohand, agrees to cooperate with the other in preparing IRS Form(s) 8594, and Abbott and Guidant agree to use their best efforts to defend furnish the other with a copy of such Country Allocation or such In-Country Allocation Form(s) prepared in draft form within a reasonable period before its filing due date, but in any audit or similar proceedingevent no later than 120 calendar days after the Closing Date.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate The purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”) is equal to $675,000,000 in cash. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial The Purchase Price shall be paid at the Closing by wire transfer as provided in immediately available funds Section 2.07 and shall be subject to adjustment as provided in Section 2.08. Seller shall be treated as receiving a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding portion of Taxes from the Purchase Price and shall pay Guidant as agent for any of its Affiliates actually selling, transferring or conveying the Purchased Assets, consistent with the allocation of the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect pursuant to the Purchase Price. No later than five days prior to the ClosingAllocation Statement, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on and Buyer’s payment of the Purchase PricePrice to Seller shall constitute payment by Buyer to any of Seller’s Affiliates actually selling, transferring or conveying the Purchased Assets hereunder. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon as practicable, and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy Within 60 days after the Closing, Abbott Buyer shall provide for Guidant’s review and comments deliver to Seller a statement (Athe “Allocation Statement”) an allocation of allocating the Purchase Price (plus Assumed Liabilities and transaction costs, to the extent properly taken into account under Section 1060 of the Code) among the Shares and the Purchased Assets by country based on in accordance with Section 1060 of the fair market values Code. If, within five Business Days after delivery of the Allocation Statement, Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such Shares dispute within 20 days. In the event that Buyer and Purchased Assets Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain KPMG LLP (the “Country AllocationAccounting Referee”), and (B) if required by applicable Law, an allocation by asset category within a particular country (to resolve the “In-Country Allocation”). Guidant shall have disputed items in the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided manner described in Section 2.04(b)(ii), the Country Allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values8.10. (c) Each of Guidant, Abbott Buyer and each of their respective Affiliates Seller shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any TaxesStatement, and as may be adjusted in accordance with Section 2.06(e), (ii) prepare and fileact in accordance with, and cause its Affiliates to prepare act in accordance with, the Allocation Statement in the preparation, filing and fileaudit of any Tax Return (including filing IRS Form 8594 with its federal Income Tax Return for the taxable year that includes the Closing) and (iii) take no position, and cause its Tax Returns on a basis consistent with the Country Allocation and the In-Country Allocation. None of GuidantAffiliates to take no position, Abbott or their respective Affiliates shall take any position inconsistent with the Country allocation reflected on the Allocation or the In-Country Allocation in Statement on any Tax Return, in any refund claimContest or otherwise, in any litigation, or otherwise unless required by final determination by an applicable taxing authority. a Final Determination. (d) In the event that the Country allocation reflected on the Allocation or the In-Country Allocation Statement is disputed by any taxing authorityTaxing Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Abbott Buyer and Guidant agree to Seller shall use their best commercially reasonable efforts to defend such Country Allocation or such In-Country Allocation allocation in any Tax audit or similar proceeding. (e) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.08, the Allocation Statement shall be adjusted in accordance with Section 1060 of the Code and as mutually agreed by Buyer and Seller. In the event that an agreement is not reached within 20 days after the determination of the Final Closing Working Capital, any disputed items shall be resolved in the manner described in Section 8.10. Buyer and Seller shall file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.06(c). (f) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate The purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial The Purchase Price shall be paid at the Closing by wire transfer as provided in immediately available funds Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding portion of Taxes from the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and shall pay Guidant the Shares consistent with the allocation of the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect pursuant to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase PriceAllocation Statement. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon as practicable, and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy days practicable after the Closing, Abbott Buyer shall provide for Guidant’s review and comments deliver to Seller a statement (A) an allocation of the “Allocation Statement”), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Shares and the Purchased Assets by country based on and the Shares in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market values value of such Shares and the Purchased Assets and the Shares. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP (the “Country AllocationAccounting Referee”), ) to resolve the disputed items and (B) if required by applicable Law, the Accounting Referee shall determine an allocation by asset category within a particular country (that is most consistent with the “In-Country Allocation”)Allocation Methodology. Guidant shall have Upon resolution of the right to consent to disputed items, the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement allocation reflected on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation Statement shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii)adjusted to reflect such resolution. The determination made by the Country Allocation Accounting Firm shall becosts, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation such Accounting Firm Referee shall be shared borne equally between Guidant by Buyer and AbbottSeller. GuidantIf any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, on behalf of itself Buyer shall bear the responsibility for obtaining such appraisal and the Sellers, and Abbott, allocation set forth on behalf the Allocation Statement shall be adjusted to the extent necessary to reflect the results of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market valuessuch appraisal. (c) Each of Guidant, Abbott Seller and each of their respective Affiliates shall Buyer agree to (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent act in accordance with the Country allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation or the In-Country Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authorityMethodology. In the event that an agreement is not reached within 20 days after the Country Allocation or determination of Final Working Capital, any disputed items shall be resolved in the In-Country Allocation is disputed by manner described in Section 2.08(b). Buyer and Seller agree to file any taxing authority, the party receiving notice additional information return required to be filed pursuant to Section 1060 of the dispute Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall promptly notify deliver to the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceedinga copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate The purchase price for the Purchased Assets and the Shares in an amount in cash equal to shall be $4,100,000,000 30,000,000 (the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price. (b) No later than Within forty-five (45) days prior to after the Closing, Abbott Seller shall provide Guidant with an allocation of the Purchase Price by country based on an estimate (and any liabilities the Purchaser is treated as assuming) among the Purchased Assets as of the fair market values Closing in accordance with Section 1060 of the Shares and Purchased Assets Code (the “Estimated Country Allocation”). As soon as practicable, and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares and the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets (the “Country Draft Allocation”), and shall deliver such Draft Allocation to the Purchaser. Purchaser may notify Seller in writing that Purchaser objects to one or more items reflected in the Draft Allocation within ten (B10) days after delivery of the Draft Allocation to Purchaser. In the event of any such objection, Seller and Purchaser shall negotiate in good faith to resolve such dispute. If Purchaser does not provide notice of any objection, or if required by applicable LawSeller and Purchaser are able to agree on a revision of the Draft Allocation, an the resulting allocation by asset category within a particular country (the “In-Country Agreed Allocation”)) shall be deemed final. Guidant shall have the right to consent Any subsequent adjustments to the Estimated Country Purchase Price (including the Assumed Liabilities) shall be reflected in the Agreed Allocation by the Parties in a manner consistent with the Agreed Allocation and Section 1060 of the In-Country Allocation, which consent shall not be unreasonably withheld or delayedCode. If Guidant Seller and Abbott Purchaser are unable to reach agreement agree on an allocation within twenty (20) days after Purchaser’s objection, the Parties will submit any disputed items to an independent Tax accounting expert mutually agreeable to Purchasers and Seller (bearing the cost of such expert equally between Purchasers on the Country Allocation within five days following one hand, and Seller on the relevant date provided in Section 2.04(b)(iiother hand), and the Country Allocation determination of such expert shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself Purchasers and the SellersSeller, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm such allocation shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values. (c) Each of Guidant, Abbott and each of their respective Affiliates shall (i) be bound by the Country Allocation and the In-Country constitute an Agreed Allocation for purposes of determining this Section 2.04(b). Seller and Purchaser undertake and agree to timely file any Taxesinformation that may be required to be filed pursuant to Section 1060 of the Code and shall use the Agreed Allocation in connection with the preparation of IRS Form 8594 as such form relates to the transactions contemplated by this Agreement. Each of Seller and Purchaser agree to cooperate with the other in preparing IRS Form 8594, and (ii) prepare to furnish the other with a copy of such Form prepared in draft form within a reasonable period before its filing due date. For all Tax purposes, Purchaser and fileSeller agree that neither of them will take, and cause nor will either permit its Affiliates to prepare and filetake, its Tax Returns on a basis consistent with the Country Allocation and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation or the In-Country Agreed Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authorityotherwise. In the event that the Country Allocation or the In-Country Agreed Allocation is disputed by any taxing authorityGovernmental Authority having jurisdiction over the assessment, determination, collection, or other imposition of any Taxes, the party Party receiving notice of the dispute shall promptly notify the other party heretoParty, and Abbott Seller and Guidant Purchaser agree to use their best commercially reasonable efforts to defend such Country Allocation or such In-Country Agreed Allocation in any audit or similar proceeding.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate The purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At ) shall be nine million three hundred and fifty thousand dollars ($9,350,000) (“Cash Purchase Price”) and the Closing, the Purchasers shall assume assumption of the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Cash Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior as follows: (i) eight million four hundred and fifteen thousand dollars ($8,415,000) upon Closing; and (ii) nine hundred and thirty-five thousand ($935,000) (“Escrow Amount”) shall be paid to the Closing. Abbott shall make any required withholding of Taxes from Escrow Agent on Closing and held in escrow in accordance with the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase PriceEscrow Agreement. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon as practicable, and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy days practicable after the Closing, Abbott Buyer shall provide for Guidant’s review and comments deliver to Seller a statement (A) an allocation of the “Allocation Statement”), allocating the Purchase Price (less those Assumed Liabilities not required to be taken into account under Section 1060 of the Code) among the Shares and the Purchased Assets by country based on in accordance with Section 1060 of the fair market values Code. If within ten days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such Shares dispute within twenty days. In the event that Buyer and Purchased Assets Seller are unable to resolve such dispute within twenty days, Buyer and Seller shall jointly retain a nationally recognized accounting firm (the “Country AllocationAccounting Referee”)) to resolve the disputed items. Upon resolution of the disputed items, and (B) if required by applicable Law, an the allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement reflected on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation Statement shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii)adjusted to reflect such resolution. The determination made by the Country Allocation Accounting Firm shall becosts, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm Referee shall be shared borne equally between Guidant by Buyer and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market valuesSeller. (c) Each of Guidant, Abbott Seller and each of their respective Affiliates shall Buyer agree to (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, Statement and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent act in accordance with the Country Allocation Statement in the preparation, filing and the In-Country Allocation. None audit of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation or the In-Country Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authority. In return (including filing Form 8594 with its federal income Tax return for the event taxable year that includes the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice date of the dispute shall promptly notify the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceedingClosing).

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this AgreementAbbott shall pay, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case or cause the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing)pay, an aggregate purchase price for the Purchased Assets and equal to the Shares in sum of (i) an amount in cash equal to $4,100,000,000 3,800,000,000 (the “Initial Purchase Price”). At , (ii) the ClosingMilestone Payments, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, and (iii) the Assumed Liabilities and the Milestone Payments are collectively referred to herein as (collectively, the “Purchase Price”). Except as otherwise provided in the parenthetical of Section 2.08(a), the The Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later Boston Scientific not fewer than three Business Days prior to the Closing. Abbott shall make any required withholding date of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price. (b) No later than five Within 20 days prior to of the Closingexecution by Boston Scientific of the Merger Agreement, Abbott shall provide Guidant Boston Scientific with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon as practicable, and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an a proposed allocation of the Purchase Price among the Shares and the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets Asset categories (the “Country Allocation”)) for Boston Scientific’s review and comment. For purposes of the Allocation, Asset categories shall consist of the following two classes: (i) Assets located or owned in the United States, and (Bii) if required Assets located or owned outside of the United States. If Boston Scientific does not provide any comments to Abbott in writing within 20 days following delivery by applicable Law, an allocation by asset category within a particular country (Abbott of the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country proposed Allocation, which consent then the Allocation proposed by Abbott shall not be unreasonably withheld or delayeddeemed to be final and binding, absent manifest error. If, however, Boston Scientific submits comments to Abbott within such 20-day period, Abbott and Boston Scientific shall negotiate in good faith to resolve any differences within 20 days of such submission. If Guidant Boston Scientific and Abbott are unable to reach agreement on the Country Allocation a resolution within five days following the relevant date provided in Section 2.04(b)(ii)such 20 day period, the Country Allocation then all remaining disputed items shall be determined submitted for resolution by an internationally-recognized recognized, independent accounting firm mutually selected by Abbott and Guidant Boston Scientific (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided), however, that the Country Allocation Accounting Firm which shall make its a final determination as to the disputed items within thirty 20 days after such submission, but in no event later than 20 days following the date provided in Section 2.04(b)(ii). The closing of the Merger, and such determination made by the Country Allocation Accounting Firm shall be, absent manifest error, be final and binding on Guidant, on behalf of itself and the Sellers, Boston Scientific and Abbott, on behalf of itself and the other Purchasers. The fees and expenses disbursements of the Country Allocation Accounting Firm shall be shared equally between Guidant Boston Scientific and Abbott. Guidant, on behalf Any subsequent adjustments to the Purchase Price shall be reflected in the Allocation in a manner consistent with Section 1060 of itself the Code and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values. (c) Each of GuidantRegulations thereunder. For all Tax purposes, Abbott and each of their respective Affiliates Boston Scientific agree that the transactions contemplated by this Agreement shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on reported in a basis manner consistent with the Country Allocation terms of this Agreement, including the Allocation, and the In-Country Allocation. None that neither of Guidant, Abbott or their respective Affiliates shall them will take any position inconsistent with the Country Allocation or the In-Country Allocation therewith in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authority. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceedingotherwise.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate The purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided ) consists of: (i) an amount in the parenthetical of Section 2.08(a)cash (such amount, the Initial Purchase Price shall be paid at “Cash Consideration”) equal to (A) $113,463,178.20 plus (A) the excess, if any, of (x) the Closing by wire transfer Working Capital over (y) the Target Closing Working Capital minus (C) the Seller Transaction Expenses minus (D) the Customer Deposits Amount minus (E) the excess, if any of (x) the Target Working Capital over (y) the Closing Working Capital; plus (ii) any Earn-Out Amounts payable in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed accordance with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price‎Section 2.12. (b) No later than five days prior The Cash Consideration shall be paid as provided in ‎Section 2.07 and shall be subject to adjustment as provided in ‎Section 2.10. For the Closingavoidance of doubt, Abbott Buyer shall provide Guidant with an allocation be entitled to permanently set-off (and reduce) the amount of any payment to be made pursuant to this Agreement (including pursuant to ‎Section 2.06(a)) or any other Transaction Document by the amount of any payments made by Buyer in respect of any Seller Transaction Expenses or Indebtedness. (c) As promptly as practicable after the determination of Final Cash Consideration, Buyer shall deliver to Seller a statement (the “Initial Allocation Statement”), allocating the Purchase Price by country based on an estimate (plus Assumed Liabilities, to the extent properly taken into account under Section 1060, as applicable) among the Purchased Assets in accordance with Section 1060 of the fair market values Code. If within 10 days after the delivery of the Shares Initial Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Initial Allocation Statement (and Purchased Assets if no such notice is timely delivered, Seller shall be deemed to have agreed to the Initial Allocation Statement as delivered by Buyer), Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain a nationally recognized accounting firm (the “Estimated Country AllocationAccounting Referee”)) to resolve the disputed items. As soon as practicableUpon resolution of the disputed items, the allocation reflected on the Initial Allocation Statement shall be adjusted to reflect such resolution, and in any event not later than five days prior to the Initial Allocation Statement, as so adjusted (ior as so agreed by Buyer and Seller) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares and the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets (be the “Country AllocationFinal Allocation Statement”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall becosts, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm Referee shall be shared borne equally between Guidant by Buyer and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market valuesSeller. (cd) Each of Guidant, Abbott and each of their respective Affiliates shall Party agrees to (i) be bound by the Country Allocation and Statement that is finally determined pursuant to Section 2.06(c), whether by the In-Country Allocation for purposes of determining any TaxesParties or the Accounting Referee, and (iii) prepare act in accordance with the Final Allocation Statement in the preparation, filing and fileaudit of any Tax Return (including, in the case of Buyer and Seller, filing Form 8594 with its federal income Tax Return for the taxable year that includes the date of the Closing). (e) If additional payments are made with respect to the Purchase Price pursuant to Section 2.12 (Earn-Out Amounts), the Allocation Statement shall be adjusted in accordance with Section 1060 of the Code and pursuant to the procedures set forth in Section 2.06(c), mutatis mutandis, and cause its Affiliates the Parties shall treat such adjusted Allocation Statement as the Final Allocation Statement for all purposes of hereunder. (f) Not later than 30 days prior to prepare and file, its Tax Returns on a basis consistent with the Country Allocation and the In-Country Allocation. None filing of Guidant, Abbott or their respective Affiliates Forms 8594 relating to this transaction, each of Buyer and Seller shall take any position inconsistent with deliver to the Country Allocation or the In-Country Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authority. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice other a copy of the dispute shall promptly notify the other party hereto, and Abbott and Guidant agree Form 8594 it proposes to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceedingfile.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at in consideration for the ClosingTransferred Assets, Abbott, on behalf of itself and the other Purchasers, Purchaser shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Lawassume and shall pay, in which case perform and discharge, when due, the applicable Asset Purchaser shall pay locally to the applicable Asset SellerAssumed Liabilities, and (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate purchase price for the Purchased Assets and the Shares in Seller an amount in of cash equal to (A) $4,100,000,000 80,000,000, minus (B) the Net Working Capital Shortfall (if any, as finally determined pursuant to Section 2.06), plus (C) the Net Working Capital Surplus (if any, as finally determined pursuant to Section 2.06) (the resulting calculation of items (A) through (C), the “Initial Purchase Price”). At . (b) Within one hundred and twenty (120) days of the ClosingClosing Date, Seller shall deliver to Purchaser for Purchaser’s review and comment a draft certificate which shall reasonably allocate the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and any other amounts properly treated as consideration for U.S. federal income tax purposes in accordance with the Milestone Payments are collectively referred to herein as Allocation Laws (the “Purchase PriceAllocation Certificate”). Except Unless Purchaser notifies Seller in writing within thirty (30) days thereof that Purchaser considers the amount allocated not to be in accordance with the Allocation Laws, Purchaser shall be deemed to have agreed to the Allocation Certificate as otherwise provided prepared by Seller. The Parties shall negotiate in good faith to resolve any disagreement as to the Allocation Certificate, which shall become final upon written agreement of the Parties. If the Parties do not agree on an allocation in the parenthetical of Section 2.08(a)sixty (60) days following the date Seller received Purchaser’s written notice, the Initial Purchase Price Parties shall be paid at submit the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed dispute with respect to the Purchase Price. No later than five days prior Allocation Certificate to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth Accounting Firm. The Accounting Firm will determine the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares its fees and Purchased Assets (the “Estimated Country Allocation”). As soon as practicable, expenses between Purchaser and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares and the Purchased Assets by country Seller based on the fair market values inverse of the percentage that the Accounting Firm’s resolution of the disputed items (before such Shares and Purchased Assets (the “Country Allocation”), and (Ballocation) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent bears to the Estimated Country Allocation total amount of the disputed items as originally submitted to the Accounting Firm. For example, if the total amount of the disputed items as originally submitted to the Accounting Firm equal $1,000 and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following awards $600 in favor of Seller’s position, 60% of the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm would be borne by Purchaser and 40% of the fees and expenses of the Accounting Firm would be borne by Seller. If the Purchase Price is adjusted pursuant to this Agreement, the final Allocation Certificate shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself adjusted as appropriate and the SellersParties shall cooperate in making any such adjustments. Except as otherwise required by a final determination within the meaning of section 1313(a) of the Code (or comparable provision of state, local or non-U.S. Law), neither Purchaser nor Seller shall (and Abbott, on behalf of itself and the other Purchasers, neither Party shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values. (c) Each of Guidant, Abbott and each of their permit its respective Affiliates shall (ito) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on take a basis consistent with the Country Allocation and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation Certificate (as finally agreed or as finally determined by the In-Country Allocation in independent accountant), including on any Tax Return, in Return or filings (including any refund claim, in any litigationforms required to be filed pursuant to the Allocation Laws, or otherwise unless in connection with any audits or examinations by any Governmental Authority). Each of Seller and Purchaser shall reasonably cooperate with each other in preparing IRS Form 8594 or any equivalent statements required by final determination by an applicable taxing authority. In any Governmental Authority charged with the event that collection of any income Tax for filing, including any amendments to such forms required as a result of any adjustment to the Country Allocation or the In-Country Allocation is disputed by any taxing authorityPurchase Price pursuant to this Agreement, the party receiving notice of the dispute shall promptly notify the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceedingwithin a reasonable period before its filing due date.

Purchase Price; Allocation of Purchase Price. (a) Subject At the Closing, Purchaser shall pay to Seller a cash amount equal to U.S.$956,099,550 plus the terms aggregate cash amount received after the date hereof by Seller in connection with the exercise of Seller Stock Options and conditions Seller Restricted Shares, minus any taxe s withheld pursuant to Section 2.03(c), minus the aggregate cash amount paid after the date hereof by Seller to redeem or repurchase any Seller Shares, Seller Restricted Shares or Seller Stock Options or in respect of any dividend or distribution on Seller Shares declared after the date hereof (the “Purchase Price ”) plus the Transfer Taxes payable by Seller or any of its Affiliates as a result of the consummation of the transactions contemplated by this Agreement, at in immediately available funds to one or more bank accounts designated by Seller no later than two (2) Business Days before the Closing, Abbott, on behalf . (b) Seller and Purchaser shall jointly prepare an allocation of itself the sum of the Purchase Price and the other Purchasers, shall pay to Guidant, on behalf of itself Assumed Liabilities among the Assets and the Sellers (except (i) Business and the statutory jurisdictions in which the Assets reside in a schedule to be completed on or prior to the Closing Date. Each of Purchaser and Seller shall report the income and other tax consequences of the transactions contemplated by this Agreement in a manner consistent with such allocation. Except as otherwise required by applicable Law, in which case the applicable Asset neither Purchaser nor Seller shall take a position inconsistent with such allocations on any Tax Return or similar filing. Each of Seller and Purchaser shall pay locally reasonably cooperate with the other in preparing for filing any statements required by any Governmental Authority charged with the collection of any income Tax, including Dutch Corporate Income and other Tax forms and filings related to the applicable Asset Sellertransactions contemplated by this Agreement, (ii) as set forth in Schedule 2.02(e)a reasonable period before its filing due date. If Seller and Purchaser cannot agree on a joint allocation within 30 Business Days following the Closing Date, in which case Purchaser and Seller shall refer the applicable IP Purchaser shall pay matter for resolution to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closingindependent accountants, the Purchasers decision of which shall assume the Assumed Liabilitiesbe binding on Seller and Purchaser. The Initial Purchase Pricecosts, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon as practicable, and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares and the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm independent accountants shall be shared equally between Guidant and Abbott. Guidantborne by (1) Seller if the net resolution of the disputed items favors Purchaser, on behalf (2) Purchaser if the net resolution of itself and the Sellersdisputed items favor Seller, and Abbott, on behalf of itself (3) otherwise equally by Purchaser and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market valuesSeller. (c) Each of Guidant, Abbott The Purchaser shall withhold and each of their respective Affiliates shall (i) pay to the applicable Taxing authority any income or capital gains withholding taxes required to be bound withheld on Purchase Price payments with respect to the transactions contemplated by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Country Allocation and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation or the In-Country Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authority. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceedingAgreement.

Purchase Price; Allocation of Purchase Price. (a) Subject At the Closing, Purchaser shall pay to Seller a cash amount equal to U.S.$956,099,550 plus the terms aggregate cash amount received after the date hereof by Seller in connection with the exercise of Seller Stock Options and conditions Seller Restricted Shares, minus any taxes withheld pursuant to Section 2.03(c), minus the aggregate cash amount paid after the date hereof by Seller to redeem or repurchase any Seller Shares, Seller Restricted Shares or Seller Stock Options or in respect of any dividend or distribution on Seller Shares declared after the date hereof (the "Purchase Price") plus the Transfer Taxes payable by Seller or any of its Affiliates as a result of the consummation of the transactions contemplated by this Agreement, at in immediately available funds to one or more bank accounts designated by Seller no later than two (2) Business Days before the Closing, Abbott, on behalf . (b) Seller and Purchaser shall jointly prepare an allocation of itself the sum of the Purchase Price and the other Purchasers, shall pay to Guidant, on behalf of itself Assumed Liabilities among the Assets and the Sellers (except (i) Business and the statutory jurisdictions in which the Assets reside in a schedule to be completed on or prior to the Closing Date. Each of Purchaser and Seller shall report the income and other tax consequences of the transactions contemplated by this Agreement in a manner consistent with such allocation. Except as otherwise required by applicable Law, in which case the applicable Asset neither Purchaser nor Seller shall take a position inconsistent with such allocations on any Tax Return or similar filing. Each of Seller and Purchaser shall pay locally reasonably cooperate with the other in preparing for filing any statements required by any Governmental Authority charged with the collection of any income Tax, including Dutch Corporate Income and other Tax forms and filings related to the applicable Asset Sellertransactions contemplated by this Agreement, (ii) as set forth in Schedule 2.02(e)a reasonable period before its filing due date. If Seller and Purchaser cannot agree on a joint allocation within 30 Business Days following the Closing Date, in which case Purchaser and Seller shall refer the applicable IP Purchaser shall pay matter for resolution to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closingindependent accountants, the Purchasers decision of which shall assume the Assumed Liabilitiesbe binding on Seller and Purchaser. The Initial Purchase Pricecosts, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon as practicable, and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares and the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm independent accountants shall be shared equally between Guidant and Abbott. Guidantborne by (1) Seller if the net resolution of the disputed items favors Purchaser, on behalf (2) Purchaser if the net resolution of itself and the Sellersdisputed items favor Seller, and Abbott, on behalf of itself (3) otherwise equally by Purchaser and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market valuesSeller. (c) Each of Guidant, Abbott The Purchaser shall withhold and each of their respective Affiliates shall (i) pay to the applicable Taxing authority any income or capital gains withholding taxes required to be bound withheld on Purchase Price payments with respect to the transactions contemplated by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Country Allocation and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation or the In-Country Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authority. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceedingAgreement.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an The aggregate purchase price for Purchaser’s acquisition of the Purchased Assets and the Shares in an amount in cash equal to shall be (i) $4,100,000,000 12,750,000 (the “Initial Cash Purchase Price”) and (ii) assumption of the Assumed Liabilities (collectively, the “Aggregate Purchase Price”). At the Closing, the Purchasers Purchaser shall assume deposit $1,775,000 of the Assumed LiabilitiesCash Purchase Price (the “Escrow Amount”) into an escrow account (the “Escrow Account”), pursuant to the terms of an escrow agreement substantially in the form attached hereto as Exhibit K (the “Escrow Agreement”). The Initial Escrow Amount shall be distributed from the Escrow Account pursuant to the terms and conditions of the Escrow Agreement. (b) The Parties agree that the Transactions are intended to be and shall be treated for federal income Tax purposes as an “applicable asset acquisition” within the meaning of Section 1060 of the Code. The Parties agree to allocate, in accordance with all applicable Treasury Regulations promulgated under Section 1060 of the Code and other applicable Laws and accounting regulations, the aggregate consideration paid by Purchaser (consisting of the Aggregate Purchase Price, the Assumed Liabilities and all other relevant items that are properly includible in determining the Milestone Payments are collectively referred to herein as amount realized by Seller for federal income Tax purposes (the “Purchase PriceTotal Tax Consideration”)) among the Purchased Assets. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Purchase Price Such allocation shall be paid at the Closing by wire transfer made in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed manner consistent with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets as are agreed between the Parties. Seller and Purchaser shall complete an allocation schedule of the Aggregate Purchase Price within 60 calendar days after the Closing Date that the Parties agree to use in making such allocation. Purchaser then will deliver to the Seller a draft IRS Form 8594 as proposed to be included by Purchaser with its Tax Returns for the taxable year of the Closing (the “Estimated Country AllocationAllocation Form”). As soon as practicableIf the Seller disagrees with any aspect of the proposed Allocation Form, and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy Seller shall, within 15 calendar days after receipt thereof, furnish to Purchaser a written statement of such disagreement, together with the Closingreasons therefor. If, Abbott within such 15 calendar day period, Purchaser does not receive such a written statement of disagreement from the Seller, the Seller shall provide for Guidant’s review be deemed to have accepted the proposed Allocation Form and comments (A) an allocation the proposed Allocation Form shall be final and binding upon the Seller. If Purchaser does receive such a written statement of disagreement from the Seller within such 15 calendar day period, then within 10 calendar days of such receipt the Seller and Purchaser shall discuss in person, by telephone, or by videoconference, their disagreement in order to attempt to resolve it through good faith negotiations. If the Seller and Purchaser are unable to resolve their disagreement within 20 calendar days after receipt by Purchaser of the Purchase Price among written statement of disagreement from the Shares and Seller, the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets disagreement shall be submitted for determination to a mutually agreed upon independent nationally recognized accounting firm (the “Country AllocationAccountant”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall bedetermination, absent manifest error, shall be final and binding on Guidant, on behalf of itself upon the Seller and Purchaser and not subject to appeal. Such determination by the Sellers, and Abbott, on behalf of itself and the other PurchasersAccountant shall be made in accordance with this Agreement. The fees and expenses incurred due to retention of the Country Allocation Accounting Firm Accountant in making such determination shall be shared borne equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values. (c) Each of Guidant, Abbott and each of their respective Affiliates shall (i) be bound by the Country Allocation Seller and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Country Allocation and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation or the In-Country Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authority. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceedingPurchaser.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate The purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”) is $30,000,000 plus the Final Closing Adjustment (the “Cash Consideration”) and 1,437,500 shares of Parent Common Stock (the “Stock Consideration”). Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial The Purchase Price shall be paid at the Closing by wire transfer as provided in immediately available funds ‎Section 2.06 and shall be subject to a bank account designated adjustment as provided in writing by Guidant no later than three Business Days prior to ‎Section 2.08. (a) As promptly as practicable after the Closing. Abbott , Buyer shall make any required withholding of Taxes from deliver to Seller a statement (the “Allocation Statement”), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets in accordance with Section 1060 of the Code. If within 20 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall pay Guidant use commercially reasonable efforts to resolve such dispute within 20 days. If within 20 days after the Purchase Price net delivery of the Allocation Statement, Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain a nationally recognized accounting firm mutually agreeable to Buyer and Seller who is independent of Buyer and Seller and their Affiliates (any such firm, an “Accounting Referee”) to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by Buyer and Seller. (b) Seller and Buyer agree to (i) be bound for U.S. federal income Tax purposes by the Allocation Statement and (ii) act in accordance with the Allocation Statement in the preparation, filing and audit of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant Tax Return (including filing Form 8594 with its federal income Tax Return for any withholding Tax due or imposed the taxable year that includes the date of the Closing). (c) If an adjustment is made with respect to the Purchase Price. No later than five days prior Price pursuant to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon as practicable, and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares and the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii)‎Section 2.08, the Country Allocation Statement shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided adjusted in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values. (c) Each of Guidant, Abbott and each of their respective Affiliates shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Country Allocation and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation or the In-Country Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authority. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceeding.accordance with

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this AgreementAbbott shall pay, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case or cause the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing)pay, an aggregate purchase price for the Purchased Assets and equal to the Shares in sum of (i) an amount in cash equal to $4,100,000,000 3,800,000,000 (the “"Initial Purchase Price”"). At , (ii) the ClosingMilestone Payments, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, and (iii) the Assumed Liabilities and (collectively, the Milestone Payments are collectively referred to herein as the “"Purchase Price”"). Except as otherwise provided in the parenthetical of Section 2.08(a), the The Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later Boston Scientific not fewer than three Business Days prior to the Closing. Abbott shall make any required withholding date of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price. (b) No later than five Within 20 days prior to of the Closingexecution by Boston Scientific of the Merger Agreement, Abbott shall provide Guidant Boston Scientific with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon as practicable, and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an a proposed allocation of the Purchase Price among the Shares and the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets Asset categories (the “Country "Allocation”)") for Boston Scientific's review and comment. For purposes of the Allocation, Asset categories shall consist of the following two classes: (i) Assets located or owned in the United States, and (Bii) if required Assets located or owned outside of the United States. If Boston Scientific does not provide any comments to Abbott in writing within 20 days following delivery by applicable Law, an allocation by asset category within a particular country (Abbott of the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country proposed Allocation, which consent then the Allocation proposed by Abbott shall not be unreasonably withheld or delayeddeemed to be final and binding, absent manifest error. If, however, Boston Scientific submits comments to Abbott within such 20-day period, Abbott and Boston Scientific shall negotiate in good faith to resolve any differences within 20 days of such submission. If Guidant Boston Scientific and Abbott are unable to reach agreement on the Country Allocation a resolution within five days following the relevant date provided in Section 2.04(b)(ii)such 20 day period, the Country Allocation then all remaining disputed items shall be determined submitted for resolution by an internationally-recognized recognized, independent accounting firm mutually selected by Abbott and Guidant Boston Scientific (the “Country "Allocation Accounting Firm”) using customary valuation methodologies; provided"), however, that the Country Allocation Accounting Firm which shall make its a final determination as to the disputed items within thirty 20 days after such submission, but in no event later than 20 days following the date provided in Section 2.04(b)(ii). The closing of the Merger, and such determination made by the Country Allocation Accounting Firm shall be, absent manifest error, be final and binding on Guidant, on behalf of itself and the Sellers, Boston Scientific and Abbott, on behalf of itself and the other Purchasers. The fees and expenses disbursements of the Country Allocation Accounting Firm shall be shared equally between Guidant Boston Scientific and Abbott. Guidant, on behalf Any subsequent adjustments to the Purchase Price shall be reflected in the Allocation in a manner consistent with Section 1060 of itself the Code and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values. (c) Each of GuidantRegulations thereunder. For all Tax purposes, Abbott and each of their respective Affiliates Boston Scientific agree that the transactions contemplated by this Agreement shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on reported in a basis manner consistent with the Country Allocation terms of this Agreement, including the Allocation, and the In-Country Allocation. None that neither of Guidant, Abbott or their respective Affiliates shall them will take any position inconsistent with the Country Allocation or the In-Country Allocation therewith in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authority. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceedingotherwise.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as post-Closing adjustments set forth in Section 2.06 with respect to a Deferred Local Closing)2.10, an aggregate the purchase price for the Purchased Assets and the Shares in an amount shall be Eighty Five Million Dollars ($85,000,000) in cash equal to $4,100,000,000 minus, dollar-for-dollar, the Non-Assumed Liabilities Payments (the “Initial "Purchase Price”"). At After the Closing, the Purchasers Non-Assumed Liabilities Payments, if any, shall assume be made by the Assumed LiabilitiesPurchaser out of the Indemnity Escrow Amount. The Initial Purchaser shall also deduct from the Purchase Price, Price (including any amounts payable under Section 2.10) any amounts required to be withheld and deducted under the Assumed Liabilities and Tax Code or other applicable Tax Law. Any amounts so deducted shall be remitted by the Milestone Payments are collectively referred Purchaser to herein as the “Purchase Price”appropriate Governmental Authority on a timely basis. Except as otherwise provided set forth herein or in the parenthetical of Section 2.08(a)Escrow Agreement, the Initial Purchase Price Purchaser's Deposit and all earnings thereon shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes Sellers at Closing and deducted from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the amount payable by Purchaser at Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation The sum of the Purchase Price by country based on an estimate and the Assumed Liabilities shall be allocated among the Purchased Assets as of the fair market values of Closing Date as mutually determined by the Shares Sellers and Purchased Assets the Purchaser in accordance with the Tax Code (the “Estimated Country "Allocation”"). As soon as practicable, and in any event not later than five days prior Any subsequent adjustments to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation sum of the Purchase Price among and Assumed Liabilities shall be reflected in the Shares Allocation in a manner consistent with section 1060 of the Tax Code and the Purchased Assets by country based on Regulations thereunder. For all Tax purposes, the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation Purchaser and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on Sellers agree that the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation transactions contemplated by this Agreement shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided reported in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values. (c) Each of Guidant, Abbott and each of their respective Affiliates shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis manner consistent with the Country Allocation terms of this Agreement, including the Allocation, and the In-Country Allocation. None that neither of Guidant, Abbott or their respective Affiliates shall them will take any position inconsistent with the Country Allocation or the In-Country Allocation therewith in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authorityotherwise. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice Each of the dispute shall promptly notify Sellers and the Purchaser agrees to cooperate with the other party hereto, in preparing IRS form 8594 and Abbott and Guidant agree to use their best efforts to defend furnish the other with a copy of such Country Allocation or such In-Country Allocation form prepared in any audit or similar proceedingdraft form within a reasonable period before its filing due date.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate The purchase price for the Purchased Assets and the Shares in to be delivered at Closing shall be an amount in cash equal to $4,100,000,000 (A) the Closing Total Assets less (B) Closing Cash less (C) the amount, as of the Closing Date, of trade payables assumed by Buyer pursuant to Section 2.04(b) (the “Initial Closing Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Closing Purchase Price shall be paid at the Closing by wire transfer as provided in immediately available funds Section 2.08 and is subject to a bank account designated adjustment as set forth in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any Section 2.10 (such withholding. Abbott shall have no obligation to gross-upamount, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the as adjusted “Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price”). (b) No later than five As soon as practicable after the date hereof, but in all events at least 20 days prior to the ClosingClosing Date, Abbott Seller shall provide Guidant with an allocation of deliver to Buyer, for Buyer’s review and comment, a proposed statement (the “Allocation Statement”) allocating the Purchase Price by country based on an estimate (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the fair market values Code) among the Purchased Assets in accordance with Section 1060 of the Shares Code. Buyer and Purchased Assets (Seller shall use commercially reasonable efforts to agree to the “Estimated Country Allocation”)final form of the Allocation Statement. As soon as practicable, and in any In the event that an agreement is not later than five reached by the date that is at least 10 days prior to (i) the latest date required by applicable Law Closing Date, Buyer and (ii) seventy days after the Closing, Abbott Seller shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares and the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within jointly retain a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation shall be determined by an internationally-nationally recognized independent accounting firm mutually selected by Abbott acceptable to Buyer and Guidant Seller for such purpose (the an “Country Allocation Accounting FirmReferee”) using customary valuation methodologies; providedto resolve the disputed items. Upon resolution of the disputed items, however, that the Country allocation reflected on the Allocation Accounting Firm Statement shall make its determination within thirty days following the date provided in Section 2.04(b)(ii)be adjusted to reflect such resolution. The determination made by the Country Allocation Accounting Firm shall becosts, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm Referee shall be shared borne equally between Guidant by Buyer and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market valuesSeller. (c) Each of Guidant, Abbott Seller and each of their respective Affiliates shall Buyer agree to (i) be bound by the Country Allocation and the In-Country Allocation Statement for U.S. federal income Tax purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent act in accordance with the Country Allocation Statement in the preparation, filing and audit of any Tax Return (including filing Form 8594 with its federal income Tax Return for the In-Country Allocation. None taxable year that includes the date of Guidant, Abbott or the Closing). (d) Not later than 30 days prior to the filing of their respective Affiliates Forms 8594 relating to this transaction, each party shall take deliver to the other party a copy of its Form 8594. (e) The Allocation Statement shall be adjusted in accordance with Section 1060 of the Code and as mutually agreed by Buyer and Seller to reflect any position inconsistent with adjustment to the Country Allocation or the InPurchase Price made pursuant to Section 2.10 and any Earn-Country Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authorityOut Payment made pursuant to Section 3.03. In the event that an agreement is not reached within 20 days, any disputed items shall be resolved by the Country Allocation or the In-Country Allocation is disputed by any taxing authorityAccounting Referee appointed pursuant to Section 2.06(b). The costs, the party receiving notice fees and expenses of the dispute Accounting Referee shall promptly notify the other party hereto, be borne equally by Buyer and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceedingSeller.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms any adjustments set forth in Section 2.07 and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) payable as set forth in Schedule 2.02(e)this Article II, in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate purchase price (the “Purchase Price”) for the Purchased Assets and the Shares covenants contained in an amount in cash equal to Section 5.09 shall be (i) $4,100,000,000 107,500,000, plus (ii) the “Initial Purchase Price”Net Working Capital Adjustment Amount (or, minus the absolute value of the Net Working Capital Adjustment Amount if the Net Working Capital Adjustment Amount is a negative number). At The Purchaser shall be entitled to deduct from the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Purchase Price any amounts required to be withheld and deducted under the Code or other applicable Tax Law and any amounts so deducted shall be treated as having been paid at to the Closing Seller and shall be remitted by wire transfer in immediately available funds the Purchaser to the appropriate Governmental Authority on a bank account designated in writing by Guidant timely basis. (b) No earlier than five Business Days and no later than three Business Days prior to the Closing. Abbott , the Seller shall make any required withholding deliver to the Purchaser a written statement (the “Estimated Closing Statement”) setting forth its good faith estimate of Taxes from the Purchase Price (the “Estimated Purchase Price”) pursuant to which the Seller shall estimate (i) the Net Working Capital as of the Closing Date and shall pay Guidant (ii) the Net Working Capital Adjustment Amount, in each case together with a reasonable itemization and reasonable supporting detail. The Seller will make available to the Purchaser and its auditors and advisors all records and work papers used in preparing the statement setting forth the Estimated Purchase Price net Price, and provide reasonable access to members of its accounting and financial staff in connection with the Purchaser’s review thereof. The Seller will review any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed comments proposed by the Purchaser with respect to the Purchase Price. No later than five days Estimated Closing Statement provided at least one full Business Day prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon as practicableClosing Date, and in will consider any event not later than five days prior appropriate changes with respect to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares and the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market valuescomments. (c) Each The sum of Guidant, Abbott the Purchase Price and each the Assumed Liabilities shall be allocated among the Purchased Assets and the covenants contained in Section 5.09 as of their respective Affiliates shall (i) be bound the Closing Date in accordance with an allocation prepared by the Country Allocation Purchaser in accordance with Section 1060 of the Code and the In-Country Regulations thereunder (and any similar provision of other Tax Law, as appropriate) (the “Allocation”). The Purchaser shall deliver the Allocation for purposes to the Seller within 90 days after the Closing Date. Any subsequent adjustments to the sum of determining any Taxesthe Purchase Price and the Assumed Liabilities shall be reflected in the Allocation in a manner consistent with Section 1060 of the Code and the Regulations thereunder. For all Tax purposes, the Purchaser and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on the Seller agree that the transactions contemplated in this Agreement shall be reported in a basis manner consistent with the Country Allocation terms of this Agreement, including the Allocation, and the In-Country Allocation. None that none of Guidant, Abbott or their respective Affiliates shall them will take any position inconsistent with the Country Allocation or the In-Country Allocation therewith in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authorityotherwise. In The Seller shall timely and properly prepare, execute, file and deliver all documents, forms and other information as the event that Purchaser may reasonably request to prepare the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceedingAllocation.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as adjustments set forth in Section 2.06 with respect to a Deferred Local Closing)2.07, an aggregate the purchase price for the Purchased Assets and shall be $80 million (such amount less the Shares in an amount in cash equal to $4,100,000,000 (Employee Amounts, the “Initial "Purchase Price”"). At the Closing, the Purchasers The Purchaser shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes deduct $250,000 from the Purchase Price in respect of the commercial activities Tax and sales and use Taxes of the State of Ohio and such amount shall pay Guidant be remitted by the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect Purchaser to the Purchase Price. No later than five days prior appropriate Governmental Authority on a timely basis or at the request of the Seller, if permitted by applicable Law, paid over by the Purchaser to the ClosingSeller upon delivery by the Seller to the Purchaser of an official receipt, Abbott shall provide Schedule 2.04(a) certification or other statement from the Governmental Authority that such Taxes have been paid to Guidant which shall set forth the jurisdictions in which Abbott Governmental Authority on a timely basis or the other applicable Purchasers intend to withhold that no such Taxes on payment of the Purchase Priceare due. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation The sum of the Purchase Price and the Assumed Liabilities and any other consideration payable by country based on an estimate the Purchaser hereunder shall be allocated among the Purchased Assets as of the fair market values Closing in accordance with Section 1060 of the Shares Code and Purchased Assets the Regulations thereunder (the “Estimated Country "Allocation”"). As soon as practicable, and Within 30 Business Days after the finalization of any Purchase Price adjustment pursuant to Section 2.07 but in any event not event, no later than five days prior to (i) the latest date required by applicable Law and (ii) seventy 90 calendar days after the ClosingClosing Date, Abbott the Purchaser shall provide the Seller with a proposed Allocation for Guidant’s the Seller's review and comment. If the Seller does not provide any comments (A) an allocation to the Purchaser in writing within 45 Business Days following delivery by the Purchaser of the Purchase Price among proposed Allocation, then the Shares Allocation proposed by the Purchaser shall be deemed to be final and binding absent manifest error. If, however the Seller submits comments to the Purchaser within such 45-Business Day period, the Purchaser and the Purchased Assets by country based on Seller shall negotiate in good faith to resolve any differences within 30 Business Days. If the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation Seller and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott Purchaser are unable to reach agreement on the Country Allocation a resolution within five days following the relevant date provided in Section 2.04(b)(ii)such 30-Business Day period, the Country Allocation then all remaining disputed items shall be determined submitted for resolution by an internationally-recognized internationally recognized, independent accounting firm mutually selected by Abbott the Purchaser and Guidant the Seller (the “Country "Allocation Accounting Firm”) using customary valuation methodologies; provided"), however, that the Country Allocation Accounting Firm which shall make its a final determination as to the disputed items within thirty days following 30 Business Days after such submission, and such determination shall be final, binding and conclusive on the date provided in Section 2.04(b)(ii). The determination made by Seller and the Country Allocation Accounting Firm shall be, Purchaser absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses disbursements of the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself the Seller and the Sellers, Purchaser. Any subsequent adjustments to the sum of the Purchase Price and Abbott, on behalf Assumed Liabilities and any other consideration payable by the Purchaser hereunder shall be reflected in the Allocation in a manner consistent with Section 1060 of itself the Code and the other PurchasersRegulations thereunder. For all Tax purposes, shall acknowledge each of the Purchaser, Parent and the Seller agree that the Country Allocation and In-Country Allocation will transactions contemplated in this Agreement shall be done at arm’s length based upon reported in a good faith determination of fair market values. (c) Each of Guidant, Abbott and each of their respective Affiliates shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis manner consistent with the Country Allocation terms of this Agreement, including the Allocation, and the In-Country Allocation. None that none of Guidant, Abbott or their respective Affiliates shall them will take any position inconsistent with the Country Allocation or the In-Country Allocation therewith in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authorityotherwise. In Each of Parent, and the event that Seller, on the Country Allocation or one hand, and the In-Country Allocation is disputed by any taxing authorityPurchaser, the party receiving notice of the dispute shall promptly notify on the other party heretohand, agrees to cooperate with the other in preparing IRS Form(s) 8594, and Abbott and Guidant agree to use their best efforts to defend furnish the other with a copy of such Country Allocation or such In-Country Allocation Form(s) prepared in draft form within a reasonable period before its filing due date, but in any audit or similar proceedingevent no later than 120 calendar days after the Closing Date.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate The purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”) is $20,000,000 in cash. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial The Purchase Price shall be paid at the Closing by wire transfer as provided in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase PriceSection 2.09. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon promptly as practicable, and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy days practicable after the Closing, Abbott but not later than 60 days, the Buyer shall provide for Guidant’s review and comments deliver to Sellers a statement (A) an allocation of the “Allocation Statement”), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Shares and the Purchased Assets by country based on in accordance with Section 1060 of the fair market values Code and the U.S. Treasury regulations thereunder (and any similar provision of such Shares and Purchased Assets (the “Country Allocation”state, local or non-U.S. law, as appropriate), and (B) if required by applicable Law, an allocation by asset category within a particular country (as of the “In-Country Allocation”)Closing Date. Guidant shall have the right to consent to the Estimated Country The Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation Statement shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, considered final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and parties unless if within 30 days after the other Purchasers. The fees and expenses delivery of the Country Allocation Accounting Firm Statement Parent Seller notifies Buyer in writing that Sellers object to the allocation set forth in the Allocation Statement, Sellers and Buyer shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values. (c) Each of Guidant, Abbott and each of their respective Affiliates shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates use commercially reasonable efforts to prepare and file, its Tax Returns on a basis consistent with the Country Allocation and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation or the In-Country Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authorityresolve such dispute within 15 days. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authorityparties are unable to resolve such dispute within 15 days, the party receiving notice parties shall jointly retain one of PricewaterhouseCoopers, Ernst & Young or Deloitte (the “Accounting Referee”) to resolve the disputed items. The parties shall use all commercially reasonable efforts to cause the Accounting Referee to render its decision as promptly as practicable, including by promptly complying with all reasonable requests by the Accounting Referee for information, books, records and similar items. Upon resolution of the dispute disputed items, the allocation reflected on the Allocation Statement shall promptly notify be adjusted to reflect such resolution. The costs, fees and expenses of the other party hereto, Accounting Referee shall be borne equally by Buyer and Abbott and Guidant Sellers. (c) The parties agree to use their best efforts be bound by the Allocation Statement and to defend such Country act in accordance with the Allocation Statement in the preparation, filing and audit of any Tax return, except as otherwise required by Applicable Law or such In-Country Allocation in any audit or similar proceedinga Taxing Authority.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, the purchase price of the Interests and the Purchased Assets is payable as follows: (i) Buyer shall pay to Parent at the Closing, Abbottfor the benefit of Parent and Sellers, on behalf the amount of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers $750,000,000 in cash (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, "Cash Purchase Price"); and (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closing, the Purchasers Buyer shall assume the Assumed LiabilitiesLiabilities at the Closing. The Initial Cash Purchase Price, Price and the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “"Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial ." (b) The Cash Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated to Buyer in writing by Guidant Parent no later than three (3) Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price. (bc) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon as practicable, and in any event not later than five days prior to one hundred eighty (i180) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott Parent shall provide for Guidant’s Buyer's review and comments (A) an a proposed allocation of the Purchase Price Price, as adjusted for federal income Tax purposes to take into account the liabilities of the Transferred Subsidiaries, by country, by Transferred Subsidiary as applicable, and among the Shares and the Purchased Assets by country based on and the fair market values assets of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation Transferred Subsidiaries by asset category within a particular country in accordance with the principles of Section 1060 of the Code (the “In-Country "Proposed Allocation”"). Guidant Buyer shall have the right to consent or object to the Estimated Country Proposed Allocation and during the In-Country thirty (30) day period immediately following delivery of the Proposed Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant Buyer delivers a notice of objection to Parent during that thirty (30) day period, Parent and Abbott Buyer shall negotiate in good faith to resolve their differences with respect to the Proposed Allocation. If Buyer makes no objection during that thirty (30) day period or Parent and Buyer agree on an allocation within the thirty (30) day period following Buyer's delivery of such a notice of objection, the Proposed Allocation or the agreed allocation, as applicable, shall be final and binding on Parent, on behalf of itself and Sellers, and Buyer (the "Agreed-Upon Allocation"). If Parent and Buyer are unable to reach agreement on the Country Proposed Allocation within five thirty (30) days following the relevant date provided in Section 2.04(b)(ii)delivery to Parent of Buyer's notice of objection to the Proposed Allocation, the Country Allocation allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott Buyer and Guidant Parent (the “Country "Allocation Accounting Firm”") using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty (30) days following the date provided in on which the Allocation Accounting Firm is selected pursuant to this Section 2.04(b)(ii2.03(c). The determination made by the Country Allocation Accounting Firm of the allocation shall be, absent manifest error, final and binding on GuidantParent, on behalf of itself and the Sellers, and Abbott, on behalf of itself and Buyer (the other Purchasers"Final Allocation"). The fees and expenses of the Country Allocation Accounting Firm shall be shared equally between Guidant Parent and AbbottBuyer. GuidantThe Agreed-Upon Allocation and the Final Allocation, as applicable, may be revised by mutual agreement between the Buyer and the Parent, from time to time, prior to and following the Closing so as to reflect any matters that need updating (including Purchase Price adjustments, if any). Parent, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, Buyer shall acknowledge that the Country Allocation and In-Country Allocation will allocation shall be done at arm’s 's length based upon a good faith determination of fair market values, subject to final determination by the Allocation Accounting Firm, if applicable. (cd) Each of GuidantParent, Abbott Buyer and each of their respective Affiliates shall (i) be bound by the Country Agreed-Upon Allocation and the In-Country Allocation or Final Allocation, as applicable, for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Country Agreed-Upon Allocation and the In-Country or Final Allocation, as applicable. None of GuidantParent, Abbott Buyer or their respective Affiliates shall take any position inconsistent with the Country Agreed-Upon Allocation or the In-Country Allocation Final Allocation, as applicable, in any Tax Return, in any Tax refund claim, in any litigationTax litigation or administrative proceeding, or otherwise unless required by final determination by an applicable taxing authorityTaxation Authority. In the event that the Country Agreed-Upon Allocation or the In-Country Allocation Final Allocation, as applicable, is disputed by any taxing authorityTaxation Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Abbott Buyer and Guidant Parent agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceeding.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as adjustments set forth in Section 2.06 with respect to a Deferred Local Closing)2.07, an aggregate the purchase price for the Purchased Assets and the Shares in an amount in cash equal to shall be $4,100,000,000 225,715,316 (the “Initial "Purchase Price”"). At the Closing, the Purchasers The Purchaser shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes deduct from the Purchase Price (including any amounts payable under Section 2.07) any amounts required to be withheld and deducted under the Code or other applicable Tax Law. Any amounts so deducted shall pay Guidant be remitted by the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect Purchaser to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes appropriate Governmental Authority on payment of the Purchase Pricea timely basis. (b) No later than five days prior to Within 90 Business Days after the Closing, Abbott the Purchaser shall provide Guidant the Seller with an a proposed allocation of the sum of the Purchase Price by country based on an estimate and the Assumed Liabilities among the Purchased Assets for their review and comment (the "Allocation"); provided that the Allocation shall be in accordance with Section 1060 of the fair market values Code and the Regulations thereunder. If the Seller does not provide any comments to the Purchaser in writing within 30 Business Days following delivery by the Purchaser of the Shares proposed Allocation, then the Allocation proposed by the Purchaser shall be deemed to be final and Purchased Assets (binding absent manifest error. If, however, the “Estimated Country Allocation”)Seller submits comments to the Purchaser within such 30 Business Day period, the Purchaser and Seller shall negotiate in good faith to resolve any differences within 30 Business Days. As soon If the Seller and the Purchaser are unable to reach a resolution within such 30 Business Day period, then all remaining disputed items shall be submitted for resolution to the Independent Accounting Firm, which shall make a final determination as practicableto the disputed items within 30 Business Days after such submission, and such determination shall be final, binding and conclusive on the parties hereto. The fees and disbursements of the Independent Accounting Firm arising under this Section 2.03(b) shall be allocated between the Seller and the Purchaser in any event not later than five days prior the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (ias finally determined by the Independent Accounting Firm) bears to the latest date required by applicable Law and (ii) seventy days after total amount of such remaining disputed items so submitted. Any subsequent adjustments to the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation sum of the Purchase Price among and Assumed Liabilities shall be reflected in the Shares Allocation in a manner consistent with Section 1060 of the Code and the Purchased Assets by country based on Regulations thereunder. For all Tax purposes, the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation Purchaser and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on Seller agree that the Country Allocation within five days following the relevant date provided transactions contemplated in Section 2.04(b)(ii), the Country Allocation this Agreement shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided reported in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values. (c) Each of Guidant, Abbott and each of their respective Affiliates shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis manner consistent with the Country Allocation terms of this Agreement, including the Allocation, and the In-Country Allocation. None that none of Guidant, Abbott or their respective Affiliates shall them will take any position inconsistent with the Country Allocation or the In-Country Allocation therewith in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authority(and the Seller shall cause its Affiliates to comply with the foregoing). In The Seller and the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify Purchaser agree to cooperate with the other party heretoin preparing IRS Form 8594, and Abbott and Guidant agree to use their best efforts to defend furnish the other with a copy of such Country Allocation or such In-Country Allocation Form prepared in any audit or similar proceedingdraft form within a reasonable period before its filing due date.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally the Purchase Price to Seller (or as Seller may direct) in immediately available funds at the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser Closing and Seller shall pay to Guidant collect such Purchase Price on behalf of the applicable IP Seller, or Selling Subsidiaries. (iiib) Seller and the Selling Subsidiaries and Purchaser agree that the sum of the Purchase Price plus the amount of Assumed Liabilities of Seller and Selling Subsidiaries assumed by Purchaser shall be allocated among the Assets and the statutory jurisdictions in which the Assets reside as of the Closing Date in accordance with the methodology set forth in Section 2.06 with respect to a Deferred Local Closing)2.03(b) of the Disclosure Schedule. Such allocation, an aggregate purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closing, the Purchasers which shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided be substantially in the parenthetical form of such Section 2.08(a)2.03(b) to the Disclosure Schedule, the Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later completed not less than three (3) Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price Closing Date and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall be set forth in writing. Any subsequent adjustments to such sum shall be reflected in the jurisdictions in which Abbott or allocation hereunder as reasonably agreed by Seller and Purchaser. Purchaser shall (and Purchaser shall cause each relevant Purchaser Subsidiary to) and Seller shall (and Seller shall cause each Selling Subsidiary to) report the federal, state and local income and other applicable Purchasers intend to withhold Taxes on payment Tax consequences of the Purchase Price. (b) No later than five days prior to the Closing, Abbott shall provide Guidant transactions contemplated by this Agreement in a manner consistent with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”)such allocation. As soon Except as practicable, and in any event not later than five days prior to (i) the latest date 15 <page> otherwise required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares and the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country neither Purchaser nor Seller (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld nor any relevant Purchaser Subsidiary or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”any Selling Subsidiary) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values. (c) Each of Guidant, Abbott and each of their respective Affiliates shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Country Allocation and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any a position inconsistent with the Country Allocation or the In-Country Allocation in such allocations on any Tax Return, in any refund claim, in any litigation, Return or otherwise unless required by final determination by an applicable taxing authorityotherwise. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice Each of the dispute Seller and Purchaser shall promptly notify cooperate with the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation in preparing IRS Form 8594 or such In-Country Allocation in any audit or similar proceedingequivalent statements for filing within a reasonable period before its filing due date.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally the Purchase Price to Seller (or as Seller may direct) in immediately available funds at the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser Closing and Seller shall pay to Guidant collect such Purchase Price on behalf of the applicable IP Seller, or Selling Subsidiaries. (iiib) Seller and the Selling Subsidiaries and Purchaser agree that the sum of the Purchase Price plus the amount of Assumed Liabilities of Seller and Selling Subsidiaries assumed by Purchaser shall be allocated among the Assets and the statutory jurisdictions in which the Assets reside as of the Closing Date in accordance with the methodology set forth in Section 2.06 with respect to a Deferred Local Closing)2.03(b) of the Disclosure Schedule. Such allocation, an aggregate purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closing, the Purchasers which shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided be substantially in the parenthetical form of such Section 2.08(a)2.03(b) to the Disclosure Schedule, the Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later completed not less than three (3) Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price Closing Date and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall be set forth in writing. Any subsequent adjustments to such sum shall be reflected in the jurisdictions in which Abbott or allocation hereunder as reasonably agreed by Seller and Purchaser. Purchaser shall (and Purchaser shall cause each relevant Purchaser Subsidiary to) and Seller shall (and Seller shall cause each Selling Subsidiary to) report the federal, state and local income and other applicable Purchasers intend to withhold Taxes on payment Tax consequences of the Purchase Price. (b) No later than five days prior to the Closing, Abbott shall provide Guidant transactions contemplated by this Agreement in a manner consistent with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”)such allocation. As soon Except as practicable, and in any event not later than five days prior to (i) the latest date 15 otherwise required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares and the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country neither Purchaser nor Seller (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld nor any relevant Purchaser Subsidiary or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”any Selling Subsidiary) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values. (c) Each of Guidant, Abbott and each of their respective Affiliates shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Country Allocation and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any a position inconsistent with the Country Allocation or the In-Country Allocation in such allocations on any Tax Return, in any refund claim, in any litigation, Return or otherwise unless required by final determination by an applicable taxing authorityotherwise. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice Each of the dispute Seller and Purchaser shall promptly notify cooperate with the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation in preparing IRS Form 8594 or such In-Country Allocation in any audit or similar proceedingequivalent statements for filing within a reasonable period before its filing due date.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as adjustments set forth in Section 2.06 with respect to a Deferred Local Closing)2.08, an aggregate the purchase price for the Shares and the Purchased Assets and the Shares in an amount in cash equal to shall be $4,100,000,000 1,130,000,000 (the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price. (b) No later than five days prior to Schedule 2.04(b) shall reflect the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon as practicable, and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares and each of the Asset Sellers. Within 60 days after the determination of the Final Closing Statement pursuant to Section 2.08, the Seller shall provide the Purchaser with an allocation of the sum of the Purchase Price and any other items that are treated as additional consideration for Tax purposes among the Shares and the Purchased Assets by country based on in accordance with Schedule 2.04(b) and Section 1060 of the fair market values of such Shares Code and Purchased Assets the Regulations for the Purchaser’s review and comment (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have If the right to consent Purchaser does not provide any comments to the Estimated Country Seller in writing within 30 days following delivery by the Seller of the proposed Allocation, then the Allocation proposed by the Seller shall be deemed to be final and binding, absent manifest error. If, however, the Purchaser submits comments to the Seller within such 30-day period, the Purchaser and the In-Country Allocation, which consent Seller shall not be unreasonably withheld or delayednegotiate in good faith to resolve any differences within 20 days. If Guidant the Seller and Abbott the Purchaser are unable to reach agreement on the Country Allocation a resolution within five days following the relevant date provided in Section 2.04(b)(ii)such 20-day period, the Country Allocation then all remaining disputed items shall be determined submitted for resolution by an internationally-recognized recognized, independent accounting firm mutually selected by Abbott the Purchaser and Guidant the Seller (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided), however, that the Country Allocation Accounting Firm which shall make its a final determination as to the disputed items within thirty 30 days following after such submission, and such determination shall be final, binding and conclusive on the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself Seller and the Sellers, and Abbott, on behalf of itself and the other PurchasersPurchaser. The fees and expenses disbursements of the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself the Seller and the SellersPurchaser. Upon any subsequent adjustments to the sum of the Purchase Price and any other items that are treated as additional consideration for Tax purposes, and Abbottthe Seller shall prepare an updated Allocation in a manner consistent with this Section 2.04(b), on behalf Section 1060 of itself the Code and the other PurchasersRegulations thereunder. For all Tax purposes, shall acknowledge the Purchaser and the Seller agree that the Country Allocation and In-Country Allocation will transactions contemplated by this Agreement shall be done at arm’s length based upon reported in a good faith determination of fair market values. (c) Each of Guidant, Abbott and each of their respective Affiliates shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis manner consistent with the Country Allocation terms of this Agreement, including the Allocation, and the In-Country Allocation. None that neither of Guidant, Abbott or their respective Affiliates shall them will take any position inconsistent with the Country Allocation or the In-Country Allocation therewith in any Tax Return, in any refund claim, in any litigation, or otherwise unless required otherwise. The Seller and the Purchaser agree to consult, and to cause their respective Affiliates to consult, with one another with respect to any Tax audit, controversy or litigation relating to the Allocation by final determination by an applicable taxing authority. In the IRS or another Taxing Authority (it being understood that, notwithstanding the foregoing, in the event that the Country Allocation IRS or the In-Country Allocation is disputed any other Taxing Authority challenges any position taken by any taxing authorityParty relating to the Allocation, such Party may settle or litigate such challenge without the consent of, or liability to, the party receiving notice of the dispute shall promptly notify the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceedingParty).

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate The base purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Base Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities) is $1,480,000,000 in cash. The Initial Base Purchase Price, the Assumed Liabilities Price shall be paid as provided in Section 2.07 and the Milestone Payments are collectively shall be subject to adjustment as provided in Section 2.09 (such adjusted amount referred to herein as the “Final Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price. (b) No later than five days prior As soon as practicable after the date hereof, Seller shall deliver to the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets Buyer a statement (the “Estimated Country AllocationAllocation Statement”)) allocating the Base Purchase Price (plus Assumed Liabilities) among the Purchased Assets and the Seller (or applicable Subsidiary of Seller, as the case may be) and Buyer (or applicable Subsidiary of Buyer, as the case may be) in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and applicable local law. As soon as practicable, and in any event not later than five days prior to If within sixty (i60) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation delivery of the Purchase Price among the Shares and the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets (the “Country Allocation”)Allocation Statement, and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent Buyer notifies Seller in writing that Buyer objects to the Estimated Country allocation set forth in the Allocation Statement, Buyer and the In-Country Allocation, which consent Seller shall not be unreasonably withheld or delayeduse commercially reasonable efforts to resolve such dispute within thirty (30) days. If Guidant Buyer and Abbott Seller are unable to reach agreement resolve such dispute within thirty (30) days, Buyer and Seller shall jointly retain an Accounting Referee (as defined in Section 2.08(c)) to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation Statement shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii)adjusted to reflect such resolution. The determination made by the Country Allocation Accounting Firm shall becosts, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm Referee shall be shared borne equally between Guidant by Buyer and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market valuesSeller. (c) Each If an adjustment is made with respect to the Base Purchase Price pursuant to Section 2.09, the Allocation Statement shall be adjusted in accordance with Section 1060 of Guidantthe Code and as mutually agreed by Buyer and Seller. If mutual agreement is not reached within thirty (30) days after the Final Inventory Amount is determined, Abbott any disputed items shall be resolved in the manner described in Section 2.06(b). Buyer and each Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and applicable local law and to treat the Allocation Statement as adjusted to reflect such resolution. (d) Neither Buyer nor Seller, nor any of their respective Affiliates shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any TaxesAffiliates, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Country Allocation and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any position for Tax purposes (including the filing of Forms 8594 with its federal income tax return for the taxable year that includes the Closing Date) that is inconsistent with the Country Allocation or allocation of the In-Country Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise Final Purchase Price and Assumed Liabilities unless required to do so by final determination by an applicable taxing authority. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice Section 1060 of the dispute shall promptly notify Code or other applicable local law. The Seller will provide any information returns required by Section 1060 of the other party heretoCode and any similar state statute at least sixty (60) days prior to filing such returns. The provisions of Sections 2.06(b), (c), and Abbott (d) shall survive the Closing. The Federal Employer Identification Number of each party to this Agreement is as follows: Kraft Foods Global, Inc. (00-0000000) and Guidant agree to use their best efforts to defend such Country Allocation or such InWm. Wrigley Jr. Company (00-Country Allocation in any audit or similar proceeding0000000).

Purchase Price; Allocation of Purchase Price. (a) Subject to The purchase price (the terms and conditions "Purchase Price") for the Purchased Assets is the sum of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally an amount equal to the applicable Asset Selleraggregate value of the inventory as determined in accordance with Section 2.06 (the "Inventory Purchase Price"), (ii) as set forth in Schedule 2.02(ethe Petty Cash at each Store and (xxx) (the "Fixed Assets Purchase Price"), which Seller and Buyer agree represents the net book value of the fixed assets and other tangible property referred to in which case Section 2.01(c) and (y) $1,350,000 (the applicable IP Purchaser "Premium") in respect of the balance of the Purchased Assets. (b) The Buyer shall pay to Guidant on behalf the Petty Cash at each Store, the Xxxxd Assets Purchase Price and 90% of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect Initial Inventory Price at Closing pursuant to a Deferred Local Closing), an aggregate purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), and the Initial balance, if any, of the Inventory Purchase Price shall be paid at as provided in the last two sentences of Section 2.06(a). Buyer shall pay the Premium to Seller within 30 calendar days after the Closing Date. Each such payment shall be made in immediately available funds by wire transfer to an account of Seller with a bank in New York City designated by Seller (or if not so designated, then by certified or official bank check payable in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding order of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”Seller). As soon as practicable, and in any event If not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy paid within 30 calendar days after the ClosingClosing Date (such thirtieth day, Abbott shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares and the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii"Day 30"), the Country Allocation Premium shall bear interest from and including the calendar day next succeeding Day 30 to but excluding the date of payment at a rate per annum equal to 2% over the LIBOR Rate as published in the Wall Street Journal, Eastern Edition in effect from time to time during the period from the day after Day 30 to the date of payment. Such interest shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott payable at the same time as the Premium and Guidant (shall be calculated daily on the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty basis of a year of 365 days following the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf actual number of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market valuesdays elapsed. (c) Each As soon as practicable after the Closing Date, Seller shall deliver to Buyer a statement (the "Allocation Statement"), allocating the Purchase Price (plus Assumed Liabilities) among the Purchased Assets in accordance with Section 1060 of Guidant, Abbott and each the Code. Buyer shall have a period of their respective Affiliates shall (i) be bound by 10 business days after the Country delivery of the Allocation and Statement to present in writing to Seller notice of any reasonable objections Buyer may have to the In-Country allocation set forth in the Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Country Allocation and the In-Country AllocationStatement. None of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation or the In-Country Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authority. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authorityUnless Buyer timely objects, the party receiving notice of Allocation Statement shall be binding on the dispute parties without further adjustment. If Buyer shall promptly notify raise any objections within the other party hereto10-day period, Buyer and Abbott Seller shall negotiate in good faith and Guidant agree to use their best efforts effort to defend resolve such Country Allocation or such In-Country Allocation in any audit or similar proceeding.dispute. If the parties fail to resolve the dispute within 7 days after the delivery of Buyer's notice, then the disputed items shall be resolved by a nationally recognized accounting firm (the "Accounting Referee") jointly retained by Seller

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms The consideration for and conditions in respect of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, assumption of the Assumed Liabilities and the Milestone Payments are collectively referred to herein as is * (collectively, the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price*. (b) No later than five days prior to The Purchase Price shall be allocated among the Purchased Assets and the covenants provided for in Sections 5.05 and 7.03 for purposes of Section 1060 of the Code and other applicable Tax purposes. As soon as practicable after the Closing, Abbott Buyer shall provide Guidant with an allocation deliver to Seller a statement (the “Allocation Statement”) that sets forth a determination of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon as practicable, and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares Purchased Assets. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the Purchased Assets by country based on the fair market values of event that Buyer and Seller are unable to resolve such Shares dispute within 20 days, Buyer and Purchased Assets Seller shall jointly retain a nationally recognized accounting firm (the “Country AllocationAccounting Referee”)) to resolve the disputed items. Upon resolution of the disputed items, and (B) if required by applicable Law, an the allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement reflected on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation Statement shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii)adjusted to reflect such resolution. The determination made by the Country Allocation Accounting Firm shall becosts, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm Referee shall be shared borne equally between Guidant by Buyer and AbbottSeller. GuidantIf an adjustment is made with respect to the Purchase Price pursuant to Section 10.06, on behalf the Allocation Statement shall be adjusted in accordance with Section 1060 of itself the Code and the Sellersas mutually agreed by Buyer and Seller. Seller shall timely and properly prepare, execute, file and Abbottdeliver all documents, on behalf of itself forms and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values. (c) Each of Guidant, Abbott and each of their respective Affiliates shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates information as Buyer may reasonably request to prepare and file, its Tax Returns on a basis consistent with the Country Allocation and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation or the In-Country Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authority. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceedingStatement.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate The purchase price for the Purchased Assets and the Shares IPCo Interests, subject to the adjustment set forth in Section 2.09, shall be an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided ) equal to (i) US$565,000,000 in cash, minus (ii) the parenthetical Estimated Non-Operating Restaurants Sale Proceeds Adjustment Amount, minus (iii) the Estimated Closing Date Indebtedness, plus (iv) the Estimated Closing Date Cash Adjustment Amount, minus (v) any amounts in respect of Site Property Values for Failed ROFR Waiver Properties pursuant to Section 2.08(a), the Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price5.24. (b) No As soon as commercially reasonably possible after the Determination Date, but in no event later than five one hundred twenty (120) days prior after the Closing Date, Buyer shall prepare and deliver to the ClosingSeller, Abbott shall provide Guidant with for Seller’s review, comment and consent an allocation of the final Purchase Price by country based on an estimate (plus the amount of Assumed Liabilities to the extent properly taken into account for U.S. federal and other applicable Income Tax purposes) among the Purchased Assets and the IPCo Interests, consistent with the procedures in Section 2.09 and in accordance with applicable Law including Section 1060 of the fair market values of the Shares Code and Purchased Assets Treasury regulations thereunder (the “Estimated Country Draft Allocation Statement”). If Seller does not object in writing to the Draft Allocation Statement within thirty (30) days after receipt, the Draft Allocation Statement shall be final and binding on the Parties (and shall become the “Final Purchase Price Allocation”). As soon If Seller does object in writing to the Draft Allocation Statement within thirty (30) days after receipt of the Draft Allocation Statement, Buyer and Seller shall cooperate in good faith for a period of thirty (30) days to resolve their differences with respect to the Draft Allocation Statement. If Buyer and Seller resolve such differences within such thirty (30) day period, the Draft Allocation Statement, as practicableamended to reflect any changes agreed to by Buyer and Seller, shall become the Final Purchase Price Allocation. If Buyer and Seller are unable to resolve their differences within such thirty (30) day period, Buyer and Seller shall submit such dispute to an independent nationally recognized accounting firm. Such dispute shall be resolved by such accounting firm, and in the Draft Allocation Statement, as amended to reflect the resolution by such accounting firm, shall become the Final Purchase Price Allocation. The costs and expenses associated with such accounting firm’s resolution shall be borne and paid one-half (1/2) by Buyer and one-half (1/2) by Seller. Promptly after any event not later than five days prior adjustment to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation amount of the Purchase Price, including pursuant to ARTICLE VI and ARTICLE IX, the Parties shall negotiate in good faith to mutually agree to appropriate revisions to the Draft Allocation Statement or Final Purchase Price among Allocation, as applicable. The Parties agree that they will not, and will not permit any of their respective Affiliates to, take a position (except as required by a Governmental Authority) on any Tax Return (including, but not limited to, Internal Revenue Service Form 8594) or in any audit or examination before any Governmental Authority that is in any way inconsistent with the Shares and the Purchased Assets by country based on the fair market values of Final Purchase Price Allocation (as such Shares and Purchased Assets (the “Country Allocation”may be adjusted), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologiesany; provided, however, that nothing herein shall prevent the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values. (c) Each of Guidant, Abbott and each Parties or any of their respective Affiliates shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Country Allocation and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation or the In-Country Allocation in any Tax Return, in any refund claim, in any litigationfrom settling, or otherwise unless required by final determination by an applicable taxing authority. In the event that the Country Allocation require them to litigate before any court, any challenge, proposed deficiency or the In-Country Allocation is disputed adjustment by any taxing authority, the party receiving notice Governmental Authority based upon or arising out of the dispute Final Purchase Price Allocation, if any. Notwithstanding anything herein to the contrary, each of Buyer and Seller shall promptly notify the other party heretoParty of any such Action taken by any Governmental Authority with respect to the Final Purchase Price Allocation, if any, and Abbott and Guidant agree neither Party shall settle or otherwise compromise such Action without the other Party’s prior written consent (such consent not to use their best efforts to defend such Country Allocation be unreasonably withheld, conditioned or such In-Country Allocation in any audit or similar proceedingdelayed).

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms any adjustments set forth in Section 2.07 and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) payable as set forth in Schedule 2.02(e)this Article II, in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate purchase price (the “Purchase Price”) for the Purchased Assets and the Shares covenants contained in an amount in cash equal to Section 5.09 shall be (i) $4,100,000,000 107,500,000, plus (ii) the “Initial Purchase Price”Net Working Capital Adjustment Amount (or, minus the absolute value of the Net Working Capital Adjustment Amount if the Net Working Capital Adjustment Amount is a negative number). At The Purchaser shall be entitled to deduct from the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Purchase Price any amounts required to be withheld and deducted under the Code or other applicable Tax Law and any amounts so deducted shall be treated as having been paid at to the Closing Seller and shall be remitted by wire transfer in immediately available funds the Purchaser to the appropriate Governmental Authority on a bank account designated in writing by Guidant timely basis. (b) No earlier than five Business Days and no later than three Business Days prior to the Closing. Abbott , the Seller shall make any required withholding deliver to the Purchaser a written statement (the “Estimated Closing Statement”) setting forth its good faith estimate of Taxes from the Purchase Price (the “Estimated Purchase Price”) pursuant to which the Seller shall estimate (i) the Net Working Capital as of the Closing Date and shall pay Guidant (ii) the Net Working Capital Adjustment Amount, in each case together with a reasonable itemization and reasonable supporting detail. The Seller will make available to the Purchaser and its auditors and advisors all records and work papers used in preparing the statement setting forth the Estimated Purchase Price net Price, and provide reasonable access to members of its accounting and financial staff in connection with the Purchaser’s review thereof. The Seller will review any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed comments proposed by the Purchaser with respect to the Purchase Price. No later than five days Estimated Closing Statement provided at least one full Business Day prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon as practicableClosing Date, and in will consider any event not later than five days prior appropriate changes with respect to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares and the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market valuescomments. (c) Each of Guidant, Abbott and each of their respective Affiliates shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Country Allocation and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation or the In-Country Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authority. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceeding.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate The purchase price for the Purchased Assets under this Agreement shall be an amount equal to the sum of the Cash Purchase Price and the Preferred Shares in an amount in cash equal to $4,100,000,000 Purchase Price (the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Adjusted Cash Purchase Price shall be paid by Buyer in accordance with Section 2.4 at the Closing in U.S. Dollars by wire transfer in immediately available same day funds to a one or more bank account designated in writing accounts of Seller (the details of which shall be provided by Guidant no later than Seller to Buyer by written notice given at least three (3) Business Days prior to the Closing) or as otherwise provided in Section 2.4. Abbott shall make any required withholding of Taxes from the The Preferred Shares Purchase Price shall be delivered by Buyer to Seller and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed Escrow Agent at Closing in accordance with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase PriceSection 2.4. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation of Seller and Buyer agree that the Purchase Price by country (a portion of which is based on an estimate of upon the fair market values value of the Shares Preferred Shares, as determined based upon a valuation to be provided by Xxxxx & Xxxxx, LLP or as otherwise agreed by Xxxxx and Purchased Seller) and any other items constituting consideration for federal and applicable state income Tax purposes will be allocated among the Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Estimated Country Tax Allocation”). As soon as practicableIn making such allocation with respect to any hedge arrangements, and in any event not current market information will be used to determine fair market value. No later than five days prior to sixty (i60) the latest date required by applicable Law and (ii) seventy days after the ClosingClosing Date, Abbott Xxxxx shall provide prepare and deliver to Seller, for GuidantSeller’s review and comments (A) an allocation approval, a draft of the Purchase Price among the Shares Tax Allocation. Seller and the Purchased Assets by country based Xxxxx shall use commercially reasonable efforts to agree on the fair market values of such Shares and Purchased Assets (the “Country a final Tax Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant Xxxxx and Abbott Xxxxxx are unable to reach agreement agree on the Country such final Tax Allocation within five thirty (30) days following after the relevant date provided delivery by Buyer of the draft Tax Allocation, Buyer and Seller shall jointly retain an Independent Accountant (which may in turn select an appraiser if needed) to resolve the disputed item. The cost of such Independent Accountant (and appraiser) shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by Seller. Seller and Xxxxx agree to report the transactions contemplated by this Agreement consistent with the Tax Allocation, as agreed to or as determined by the Independent Accountant, and as amended from time to time based on any adjustments to the Purchase Price, on any Tax Return, including Internal Revenue Service Form 8594, unless otherwise required by a final determination as defined in Section 2.04(b)(ii), 1313 of the Country Allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii)Code. The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and Each Party agrees to promptly advise the other Purchasers. The fees and expenses Party regarding the existence of any Tax audit, controversy or litigation related to the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market valuesTax Allocation. (c) Each of GuidantThe Cash Purchase Price shall be adjusted at Closing as follows (as so adjusted, Abbott and each of their respective Affiliates shall the “Adjusted Cash Purchase Price”): (i) The Cash Purchase Price shall be bound adjusted upward by the Country Allocation following amounts (without duplication of any amounts): (A) an amount equal to the value (based upon the Contract price in effect as of the Effective Time or the most recent sales price received by Seller for similar Hydrocarbons in the same area if there is no Contract price in effect as of the Effective Time) of all Hydrocarbons produced from the Assets in storage or existing in stock tanks, pipelines and/or plants (including inventory) above the pipeline connection or upstream of the sales meter, as applicable, as of the Effective Time, less amounts payable as royalties, overriding royalties and other burdens upon, measured by or payable out of such production; (B) an amount equal to all Operating Expenses and all other costs and expenses paid, incurred or accrued by Seller or Eagle Energy Company of Oklahoma, LLC (or its subsidiaries), that are directly attributable or related to the InAssets from and after the Effective Time (whether paid before or after the Effective Time and including any deposits and pre-Country Allocation for purposes payments related to any of determining any Taxesthe Related Contracts), including (1) royalties and other burdens upon, measured by or payable out of proceeds of production and (ii2) prepare rentals and file, and cause other lease maintenance payments; of its Affiliates Affiliates); (C) the amount of all Property Taxes prorated to prepare and file, its Tax Returns on a basis consistent Buyer in accordance with Section 5.6(b) but paid (or payable) by Seller (or any (D) an amount equal to the Country Allocation and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation or the In-Country Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authority. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceeding.Closing Title Benefit Adjustment Amount;

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at in consideration of the ClosingTransferred Assets and in reliance on the representations, Abbottwarranties and covenants of Seller contained herein, Purchaser on its own behalf of itself and the other Purchasersand, as applicable, as agent for its designated Subsidiaries, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Lawassume and shall pay, in which case perform and discharge, when due, the applicable Asset Purchaser shall pay locally to the applicable Asset SellerAssumed Liabilities, and (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate purchase price for the Purchased Assets and the Shares in Seller an amount in of cash equal to $4,100,000,000 108,575,000 (the “Initial Purchase Price”). At . (b) Within one hundred and twenty (120) calendar days of the ClosingClosing Date, Seller shall deliver to Purchaser for Purchaser’s review and comment a draft certificate which shall reasonably allocate the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and any other amounts properly treated as consideration for U.S. federal income tax purposes in accordance with the Milestone Payments are collectively referred to herein as Allocation Laws (the “Purchase PriceAllocation Certificate”). Except The Parties shall negotiate in good faith to resolve any disagreement as otherwise provided to the Allocation Certificate, which shall become final upon written agreement of the Parties. If the Parties do not agree on an allocation in the parenthetical of Section 2.08(a)sixty (60) calendar days following the date Purchaser received the Allocation Certificate, the Initial Purchase Price Parties shall be paid at submit the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed dispute with respect to the Purchase PriceAllocation Certificate to an independent accountant jointly selected by Seller and Purchaser. No later than five days prior to The independent accountant will determine the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares its fees and Purchased Assets (the “Estimated Country Allocation”). As soon as practicable, expenses between Purchaser and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares and the Purchased Assets by country Seller based on the fair market values inverse of the percentage that the independent accountant’s resolution of the disputed items (before such Shares and Purchased Assets (the “Country Allocation”), and (Ballocation) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent bears to the Estimated Country Allocation total amount of the disputed items as originally submitted to the independent accountant. For example, if the total amount of the disputed items as originally submitted to the independent accountant equal $1,000 and the In-Country Allocationindependent accountant awards $600 in favor of Seller’s position, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on 60% of the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country independent accountant would be borne by Purchaser and 40% of the fees and expenses of the independent accountant would be borne by Seller. If the Purchase Price is adjusted pursuant to this Agreement, the final Allocation Accounting Firm Certificate shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself adjusted as appropriate and the SellersParties shall cooperate in making any such adjustments. Except as otherwise required by a final determination within the meaning of section 1313(a) of the Code (or comparable provision of state, local or non-U.S. Law), neither Purchaser nor Seller shall (and Abbott, on behalf of itself and the other Purchasers, neither Party shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values. (c) Each of Guidant, Abbott and each of their permit its respective Affiliates shall (ito) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on take a basis consistent with the Country Allocation and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation Certificate (as finally agreed or as finally determined by the In-Country Allocation in independent accountant), including on any Tax Return, in Return or filings (including any refund claim, in any litigationforms required to be filed pursuant to the Allocation Laws, or otherwise unless in connection with any audits or examinations by any Governmental Authority). Each of Seller and Purchaser shall reasonably cooperate with each other in preparing IRS Form 8594 or any equivalent statements required by final determination by an applicable taxing authority. In any Governmental Authority charged with the event that collection of any income Tax for filing, including any amendments to such forms required as a result of any adjustment to the Country Allocation or the In-Country Allocation is disputed by any taxing authorityPurchase Price pursuant to this Agreement, the party receiving notice of the dispute shall promptly notify the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceedingwithin a reasonable period before its filing due date.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as adjustments set forth in Section 2.06 with respect to a Deferred Local Closing)2.07, an the aggregate purchase price (the "Purchase Price") to be paid by the Purchaser for the Purchased Assets shall be as follows: (i) cash in the amount of $50,000,000 plus the Net Working Capital Excess Amount, minus the "Equity Value" (as set forth on Schedule 5.19 attached hereto) of any Excluded Owned Real Property and the Shares (ii) shares of newly issued Purchaser Common Stock with a value of $4,000,000 in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilitiesaccordance with Section 2.06. The Initial Purchase Price, shares of Purchaser Common Stock paid as consideration for the Assumed Liabilities and the Milestone Payments Purchased Assets in accordance with Section 2.06 are collectively referred to herein as the “Purchase Price”"Payment Shares". Except as otherwise provided in the parenthetical In lieu of Section 2.08(a)issuing a fraction of a Payment Share, the Initial Purchase Price Purchaser shall round up the number of shares to be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior delivered to the ClosingSeller pursuant to Section 2.06(b) to the next whole number. Abbott The Purchaser shall make any required withholding of Taxes deduct from the Purchase Price (including any amounts payable under Section 2.07) any amounts required to be withheld and deducted under the Code or other applicable Tax Law. Any amounts so deducted shall pay Guidant be remitted by the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect Purchaser to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes appropriate Governmental Authority on payment of the Purchase Pricea timely basis. (b) No later than five days prior Prior to the ClosingClosing Date, Abbott the Seller and the Purchaser shall provide Guidant with use reasonable best efforts to agree on an allocation of the Purchase Price by country based on an estimate ("Allocation") among the Purchased Assets and the Assumed Liabilities in accordance with Section 1060 of the fair market values of Code and Treasury Regulations promulgated thereunder. In the Shares and Purchased Assets (event that the “Estimated Country Allocation”). As soon as practicable, and in any event Allocation is not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy days after completed before the Closing, Abbott the Seller and the Purchaser shall provide for Guidant’s review negotiate in good faith to resolve any differences within 30 days. To the extent that an amount allocated to a Purchased Asset pursuant to the Allocation results in the Seller's recognition of ordinary income under Section 1245 of the Code, the parties acknowledge and comments (A) agree that the Purchaser shall pay to the Seller an allocation amount such that the Seller would be in the same after-Tax position as if it were not required to recognize ordinary income under Section 1245 of the Code. Any subsequent adjustments to the Purchase Price among shall be reflected in the Shares Allocation in a manner consistent with Section 1060 of the Code and the Purchased Assets by country based on Treasury Regulations promulgated thereunder. For all Tax purposes, the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation Purchaser and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on Seller agree that the Country Allocation within five days following the relevant date provided transactions contemplated in Section 2.04(b)(ii), the Country Allocation this Agreement shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided reported in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values. (c) Each of Guidant, Abbott and each of their respective Affiliates shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis manner consistent with the Country Allocation terms of this Agreement, including the Allocation, and the In-Country Allocation. None that none of Guidant, Abbott or their respective Affiliates shall them will take any position inconsistent with the Country Allocation or the In-Country Allocation therewith in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authorityotherwise. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice Each of the dispute shall promptly notify Seller and the Purchaser agrees to cooperate with the other party heretoin preparing IRS Form 8594, and Abbott and Guidant agree to use their best efforts to defend furnish the other with a copy of such Country Allocation or such In-Country Allocation Form prepared in any audit or similar proceedingdraft form within a reasonable period before its filing due date.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate The purchase price for the Purchased Assets under this Agreement shall be an amount equal to the sum of the Cash Purchase Price and the Preferred Shares in an amount in cash equal to $4,100,000,000 Purchase Price (the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Adjusted Cash Purchase Price shall be paid by Buyer in accordance with Section 2.4 at the Closing in U.S. Dollars by wire transfer in immediately available same day funds to a one or more bank account designated in writing accounts of Seller (the details of which shall be provided by Guidant no later than Seller to Buyer by written notice given at least three (3) Business Days prior to Closing) or as otherwise provided in Section 2.4. The Preferred Shares Purchase Price shall be delivered by Buyer to Seller and the Closing. Abbott shall make any required withholding of Taxes from Escrow Agent at Closing in accordance with Section 2.4. (b) Seller and Buyer agree that the Purchase Price (a portion of which is based upon the fair market value of the Preferred Shares, as determined based upon a valuation to be provided by Ernst & Young, LLP or as otherwise agreed by Buyer and shall pay Guidant Seller) and any other items constituting consideration for federal and applicable state income Tax purposes will be allocated among the Purchase Price net Assets in accordance with Section 1060 of any the Code and the Treasury Regulations promulgated thereunder (the “Tax Allocation”). In making such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed allocation with respect to any hedge arrangements, current market information will be used to determine fair market value. No later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller, for Seller’s review and approval, a draft of the Tax Allocation. Seller and Buyer shall use commercially reasonable efforts to agree on a final Tax Allocation. If Buyer and Seller are unable to agree on such final Tax Allocation within thirty (30) days after the delivery by Buyer of the draft Tax Allocation, Buyer and Seller shall jointly retain an Independent Accountant (which may in turn select an appraiser if needed) to resolve the disputed item. The cost of such Independent Accountant (and appraiser) shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by Seller. Seller and Buyer agree to report the transactions contemplated by this Agreement consistent with the Tax Allocation, as agreed to or as determined by the Independent Accountant, and as amended from time to time based on any adjustments to the Purchase Price, on any Tax Return, including Internal Revenue Service Form 8594, unless otherwise required by a final determination as defined in Section 1313 of the Code. No later than five days prior Each Party agrees to promptly advise the other Party regarding the existence of any Tax audit, controversy or litigation related to the ClosingTax Allocation. (c) The Cash Purchase Price shall be adjusted at Closing as follows (as so adjusted, Abbott the “Adjusted Cash Purchase Price”): (i) The Cash Purchase Price shall provide Schedule 2.04(abe adjusted upward by the following amounts (without duplication of any amounts): (A) an amount equal to Guidant which shall set forth the jurisdictions value (based upon the Contract price in which Abbott effect as of the Effective Time or the most recent sales price received by Seller for similar Hydrocarbons in the same area if there is no Contract price in effect as of the Effective Time) of all Hydrocarbons produced from the Assets in storage or existing in stock tanks, pipelines and/or plants (including inventory) above the pipeline connection or upstream of the sales meter, as applicable, as of the Effective Time, less amounts payable as royalties, overriding royalties and other applicable Purchasers intend burdens upon, measured by or payable out of such production; (B) an amount equal to withhold all Operating Expenses and all other costs and expenses paid, incurred or accrued by Seller or Eagle Energy Company of Oklahoma, LLC (or its subsidiaries), that are directly attributable or related to the Assets from and after the Effective Time (whether paid before or after the Effective Time and including any deposits and pre-payments related to any of the Related Contracts), including (1) royalties and other burdens upon, measured by or payable out of proceeds of production and (2) rentals and other lease maintenance payments; (C) the amount of all Property Taxes prorated to Buyer in accordance with Section 5.6(b) but paid (or payable) by Seller (or any of its Affiliates); (D) an amount equal to the Closing Title Benefit Adjustment Amount; (E) the Post-Execution Option Lease Amount, if any; (F) all amounts required to be paid by Seller to hedge counterparties due to the termination of any Xxxxxx in effect on payment of the Execution Date; and (G) any other amount provided for elsewhere in this Agreement or otherwise agreed upon in writing by Seller and Buyer, in each case, as an upward adjustment to the Purchase Price. (bii) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation of the The Cash Purchase Price shall be adjusted downward by country based on an estimate the following amounts (without duplication of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon as practicable, and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments amounts): (A) an allocation amount equal to all proceeds received by Seller and its Affiliates and attributable to the ownership or operation of the Assets during the Interim Period, including from the sale of Hydrocarbons produced from the Assets or allocable thereto during the Interim Period, net of all costs and expenses (other than Operating Expenses and any other costs or expenses, in each case, taken into account in calculating an adjustment to the Purchase Price among pursuant to Section 2.2(c)(i)(B)) incurred in earning or receiving such proceeds, in each case, to the Shares and extent the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and same are not reimbursed to Seller; (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent amount equal to the Estimated Country Allocation Closing Environmental Defect Adjustment Amount and the In-Country Allocation, which consent shall not Closing Title Defect Adjustment Amount; (C) the amount of all Property Taxes prorated to Seller in accordance with Section 5.6(b) but paid (or payable) by Buyer; (D) all amounts required to be unreasonably withheld or delayed. If Guidant and Abbott are unable paid to reach agreement Seller by hedge counterparties due to the termination of any Xxxxxx in effect on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologiesExecution Date; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values.and (cE) Each of Guidant, Abbott any other amount provided for elsewhere in this Agreement or otherwise agreed upon in writing by Seller and each of their respective Affiliates shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Country Allocation and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation or the In-Country Allocation in any Tax ReturnBuyer, in any refund claimeach case, in any litigation, or otherwise unless required by final determination by an applicable taxing authority. In as a downward adjustment to the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceedingPurchase Price.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as post-Closing adjustments set forth in Section 2.06 with respect to a Deferred Local Closing)2.10, an aggregate the purchase price for the Purchased Assets and the Shares in an amount shall be Eighty Five Million Dollars ($85,000,000) in cash equal to $4,100,000,000 minus, dollar-for-dollar, the Non-Assumed Liabilities Payments (the “Initial Purchase Price”). At After the Closing, the Purchasers Non-Assumed Liabilities Payments, if any, shall assume be made by the Assumed LiabilitiesPurchaser out of the Indemnity Escrow Amount. The Initial Purchaser shall also deduct from the Purchase Price, Price (including any amounts payable under Section 2.10) any amounts required to be withheld and deducted under the Assumed Liabilities and Tax Code or other applicable Tax Law. Any amounts so deducted shall be remitted by the Milestone Payments are collectively referred Purchaser to herein as the “Purchase Price”appropriate Governmental Authority on a timely basis. Except as otherwise provided set forth herein or in the parenthetical of Section 2.08(a)Escrow Agreement, the Initial Purchase Price Purchaser’s Deposit and all earnings thereon shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes Sellers at Closing and deducted from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the amount payable by Purchaser at Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation The sum of the Purchase Price by country based on an estimate and the Assumed Liabilities shall be allocated among the Purchased Assets as of the fair market values of Closing Date as mutually determined by the Shares Sellers and Purchased Assets the Purchaser in accordance with the Tax Code (the “Estimated Country Allocation”). As soon as practicable, and in any event not later than five days prior Any subsequent adjustments to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation sum of the Purchase Price among and Assumed Liabilities shall be reflected in the Shares Allocation in a manner consistent with section 1060 of the Tax Code and the Purchased Assets by country based on Regulations thereunder. For all Tax purposes, the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation Purchaser and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on Sellers agree that the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation transactions contemplated by this Agreement shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided reported in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values. (c) Each of Guidant, Abbott and each of their respective Affiliates shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis manner consistent with the Country Allocation terms of this Agreement, including the Allocation, and the In-Country Allocation. None that neither of Guidant, Abbott or their respective Affiliates shall them will take any position inconsistent with the Country Allocation or the In-Country Allocation therewith in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authorityotherwise. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice Each of the dispute shall promptly notify Sellers and the Purchaser agrees to cooperate with the other party hereto, in preparing IRS form 8594 and Abbott and Guidant agree to use their best efforts to defend furnish the other with a copy of such Country Allocation or such In-Country Allocation form prepared in any audit or similar proceedingdraft form within a reasonable period before its filing due date.

Purchase Price; Allocation of Purchase Price. (a) Subject to The purchase price for the terms and conditions purchase of this Agreement, at the Closing, Abbott, on behalf Purchased Assets shall be $650 million (the "Purchase Price"). The Closing Date Cash Amount shall be the Purchase Price less the sum of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and following: (v) the Sellers Closing Date Estimated Capital Lease Obligations (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay a schedule delivered by Sellers to Guidant on behalf of the applicable IP Seller, or Buyer at least five (iii5) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make Closing Date), (w) any required withholding portion of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days Laker Prepayment Amount not paid by Sellers prior to the ClosingClosing Date, Abbott shall provide Schedule 2.04(a) to Guidant which shall (x), the Closing Date Vacation Liability Estimated Amount (as set forth in a schedule delivered by Sellers to Buyer at least five (5) Business Days prior to the jurisdictions Closing Date), (y) the Closing Date Bonus Liability Estimated Amount (as set forth in which Abbott or a schedule delivered by Sellers to Buyer at least five (5) Business Days prior to the other applicable Purchasers intend to withhold Taxes on payment Closing Date), and (z) any portion of the Purchase PriceA&P Grant not expended by Sellers pursuant to Section 5.01(q) prior to the Closing Date. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an The allocation of the Purchase Price plus the adjustments to such amount prescribed by country based on Sections 2.09, 2.10, 2.11 and 2.12 shall be determined pursuant to an estimate appraisal report in form and substance satisfactory to Sellers and Buyer, drafts of which, including the final draft, are to be delivered simultaneously to Buyer and Sellers (the "Appraisal Report") prepared by Bond & Pecaro. The cost of the fair market Appraisal Report shall be paid one-half by Buxxx xxd one-half by Sellers. Buyer and Sellers hereby covenant and agree that the values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon as practicable, and in any event not later than five days prior assigned to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares and the Purchased Assets in the final Appraisal Report shall be conclusive and final for all Tax purposes subject to adjustment for any indemnification payments made pursuant to this Agreement. Buyer and Sellers further covenant and agree not to take any position on any Tax Return or before any Governmental Authority charged with the collection of any Taxes or in any judicial proceeding that is in any way inconsistent with the allocation determined by country based on the fair market values of such Shares and Purchased Assets (Appraisal Report, except to the “Country Allocation”), and (B) if extent required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”)any Governmental Authority. Guidant Buyer and Sellers shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values. (c) Each of Guidant, Abbott and each of file with their respective Affiliates shall federal income tax returns for the tax year in which the Closing occurs an IRS Form 8824 (iand an IRS Form 8594) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on in a basis manner consistent with the Country Allocation and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation or the In-Country Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authority. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceedingAppraisal Report.

Purchase Price; Allocation of Purchase Price. (a) Subject The Purchaser shall pay the Purchase Price in cash to the terms and conditions of this Agreement, Seller at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon as practicable, and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares and the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii2.05(a), the Country Allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm portion of the Purchase Price to be paid pursuant to Section 2.02(c) shall make its determination within thirty days following be paid in accordance with such Section. The Purchase Price shall be subject to adjustment after the date provided Closing as set forth in Section 2.04(b)(ii)2.06 hereof. (b) The Seller and the Purchaser agree that the Purchase Price shall be allocated among the Shares and the Assets as set forth in Section 7.05. The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself Purchaser and the SellersSeller shall each report the federal, state and Abbott, on behalf local income and other tax consequences of itself the transactions contemplated by this Agreement in a manner consistent with the Allocations. The Purchaser and the other Purchasers. The fees Seller further covenant and expenses of agree not to take a position that is inconsistent with the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, Allocations on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market valuesany Tax Return or otherwise. (c) Each Promptly following the date hereof, Seller will establish an incentive bonus program structured to incentivize employees of GuidantSeller performing Seller's obligations under the Transition Services Agreement. As soon as practicable thereafter, Abbott the Seller shall send a communication to such employees generally to the effect that Seller has established such bonus program and each that although Seller will be determining the recipients and amounts of their respective Affiliates shall (i) any such incentive bonuses, it will do so in consultation with Purchaser. The Purchaser will promptly, and in no event later than 2 Business Days after receipt of notice from the Seller, reimburse the Seller up to $500,000 in the aggregate for incentive bonuses that the Seller actually pays to such employees. Although Seller will consult with the Purchaser concerning the recipients and amounts of incentive bonuses to be bound reimbursed by the Country Allocation Purchaser hereunder, Seller shall have absolute discretion as to the payment, amount and recipients of any incentive bonuses, including the Innon-Country Allocation payment of any such bonuses. Seller shall be responsible for purposes of determining any Taxes, all withholding and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent other taxes associated with the Country Allocation and the Inpayment of such bonuses, but any reasonable legal (whether in-Country Allocation. None of Guidant, Abbott house or their respective Affiliates shall take any position inconsistent third party) costs incurred in connection with the Country Allocation establishment of such bonus program, including in connection with any filings under applicable laws (other than in respect of income or the In-Country Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise unless required withholding taxes) shall be borne by final determination by an applicable taxing authority. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceedingPurchaser.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an The aggregate purchase price to be paid by the Buyers to the Seller for the Purchased Assets and the Shares in an amount in cash equal to Seller’s Membership Interest shall be Seven Million Dollars ($4,100,000,000 7,000,000) (the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Purchase Price shall be paid at on the Closing Effective Date by wire transfer the Buyers to the Seller in immediately available funds by wire transfer to a bank the following account designated in writing by Guidant no later than three Business Days Seller: Bank: Bank of America, N.A. Routing Number: XXXXXX Account Name: MedCath Incorporated Account Number: XXXXXX The Seller shall not be entitled to any additional distributions from the Company. The Company, immediately prior to the Closing. Abbott Effective Date, shall make any required withholding of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net a distribution of any such withholdingundistributed earnings of the Company through the Effective Date (the “Distribution”). Abbott The Seller waives any right it has to its share of the Distribution and Buyers and Seller agree that Seller’s share of the Distribution of the Company shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect be distributed proportionately to the Purchase Price. No later than five days other Members of the Company (excluding Seller) who were Members of the Company prior to the Closing, Abbott Effective Date. Company shall provide Schedule 2.04(a) pay to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price. (b) No later than five days Seller prior to the ClosingEffective Date all amounts owed to the Seller under the LLC Management Agreement (as defined in Section 5, Abbott shall provide Guidant with an allocation of below) for the Purchase Price by country based period ending on an estimate of the fair market values of Effective Date, to the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon as practicable, and in any event not later than five days extent that such amounts can be determined prior to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares and the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values. (c) Each of Guidant, Abbott and each of their respective Affiliates shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Country Allocation and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation or the In-Country Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authorityEffective Date. In the event that the Country amounts due Seller under the LLC Management Agreement cannot be reasonably determined prior to the Effective Date, Buyers and the undersigned Members of the Company shall cause the Company to pay such amounts to the Seller as promptly as possible following the date that such amounts are determined by Seller following the Effective Date. The Company shall close its books as of the Effective Date and use that computation of year to date operations for purposes of allocation of income between the Buyers and Seller with respect the Seller’s Membership Interest and the Company shall not allocate any further income to the Seller. Buyers and Seller agree that the purchase and sale of the Interest contemplated by this Agreement shall be treated, for federal income tax purposes, as if the Seller had 27.04% of the assets of the Company to the Buyer. The Purchase Price shall be allocated in accordance with Code Section 1060, and in the manner set forth in Exhibit B (the “Allocation Schedule”). Buyers and the Seller shall, and shall cause their respective affiliates to, (a) prepare and file all tax returns (including amended tax returns and claims for refund) in all respects and for all purposes in a manner consistent with the Allocation Schedule (and agreed amendments thereto) to the extent permitted by law, and (b) take no position with respect to taxes that is contrary to or inconsistent with the In-Country Allocation Schedule (and agreed amendments thereto), including in any audits or examinations by any taxing authority or any other proceeding. Buyers and the Seller shall cooperate in the timely filing of any forms (including IRS Form 8594) with respect to such allocation, including any amendments to such forms required with respect to any adjustment to the purchase price pursuant to the Agreement. If the allocation is disputed by any taxing authority, the party receiving notice of the such dispute shall promptly notify the other party hereto, and Abbott consult with such other party and Guidant agree keep it apprised of developments concerning the resolution of such dispute. Notwithstanding any other provisions of this Agreement, the foregoing agreements as to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceedingthe allocation of the Purchase Price, allocation of income between Buyers and Seller, and related tax obligations shall survive the Effective Date without limitation.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate The purchase price for the Purchased Assets and the Shares in an amount in cash equal to is (i) One Hundred and Twenty Million U.S. Dollars ($4,100,000,000 120,000,000), plus or minus, as applicable, (ii) the Net Working Capital Adjustment Amount, plus (iii) the Estimated Acquired Closing Cash Amount and minus (iv) the Estimated Assumed Closing Indebtedness Amount (as adjusted, the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Estimated Purchase Price shall be paid at the Closing by wire transfer as provided in immediately available funds Section 2.08 and shall be subject to a bank account designated adjustment as provided in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Section 2.12. (a) The Purchase Price shall be allocated, for Tax purposes, among the Purchased Assets and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed Shares as set forth in the statement attached hereto as Exhibit F (the “Allocation Statement”). (b) If an adjustment is made with respect to the Purchase Price. No later than five days prior Price pursuant to the ClosingSection 2.12 or otherwise, Abbott shall provide Schedule 2.04(a) such adjustment shall, pursuant to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment Section 1060 of the Purchase Price. (b) No later than five days prior to the ClosingCode, Abbott shall provide Guidant with an allocation of the Purchase Price be allocated as agreed by country based on an estimate of the fair market values of the Shares Buyer and Purchased Assets (the “Estimated Country Allocation”). As soon as practicableSeller, and the Allocation Statement shall be adjusted in any a manner consistent therewith. In the event that an agreement as to such adjustment is not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy reached within 60 days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation determination of the Purchase Price among Final Adjusted Net Working Capital or other event giving rise to an adjustment, Buyer and Seller shall jointly retain an Accounting Referee (as defined in Section 2.11(c)) to resolve the Shares and disputed items. Upon resolution of the Purchased Assets by country based disputed items, the allocations reflected on the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation Statement shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii)adjusted to reflect such resolution. The determination made by the Country Allocation Accounting Firm shall becosts, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm Referee shall be shared borne equally between Guidant by Buyer and AbbottSeller. Guidant, on behalf of itself Buyer and Sellers shall cooperate in the Sellerspreparation of, and Abbottshall timely file, on behalf of itself and any forms (including Form 8594) with respect to the other PurchasersAllocation Statement, shall acknowledge that including any amendments to such forms required with respect to any adjustment to the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market valuesPurchase Price, pursuant to this Agreement. (c) Each of GuidantBuyer and Seller shall, Abbott and each of shall cause their respective Affiliates shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any TaxesSubsidiaries to, and (ii) prepare and file, and cause its Affiliates to prepare and file, its file all Tax Returns on (including amended returns and claims for refunds) and information reports in a basis manner consistent with the Country Allocation and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation or the In-Country Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authority. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceedingStatement.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate The purchase price for the Purchased Assets consists of (i) prepayments made by Buyer or its Affiliates pursuant to the terms of agreements currently in place between Affiliates of Buyer (including, without limitation, GTX), on the one hand, and Seller, on the Shares in an amount in cash equal other hand, related to $4,100,000,000 the Platform, including, without limitation, that certain Exclusive Marketing Agreement, dated as of July 14, 2010, by and between Seller and Gain Capital Group LLC, plus (ii) 861,935 shares of Gain Stock, plus (iii) the amounts payable, if any, pursuant to Schedule 2.04(a) hereof (collectively, the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Purchase Price shall be paid at the Closing by wire transfer as provided in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to Section ‎2.05 and Schedule 2.04(a). (a) As promptly as practicable after the Closing. Abbott , Buyer shall make any required withholding of Taxes from deliver to Seller a statement (the “Allocation Statement”), allocating the Purchase Price and shall pay Guidant among the Purchase Price net Purchased Assets in accordance with their fair market values. If within 10 days after the delivery of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect the Allocation Statement Seller notifies Buyer in writing that Seller objects to the Purchase Priceallocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. No later than five days prior In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain a nationally recognized expert (the Closing, Abbott shall provide Schedule 2.04(a“Valuation Referee”) to Guidant which shall set forth resolve the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment disputed items. Upon resolution of the Purchase Pricedisputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Valuation Referee shall be borne equally by Buyer and Seller. (b) No later than five days prior Seller and Buyer agree to the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon as practicable, and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares and the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values. (c) Each of Guidant, Abbott and each of their respective Affiliates shall (i) be bound by the Country Allocation Statement for all Tax purposes and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent act in accordance with the Country Allocation and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation or the In-Country Allocation in the preparation, filing and audit of any Tax Return, in return. (c) If any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authority. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authorityadditional payments are made pursuant to Schedule 2.04(a), the party receiving notice of Allocation Statement shall be adjusted pro rata among the dispute shall promptly notify the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceedingPurchased Assets.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate The purchase price for the Purchased Assets and (including, for the Shares in an amount in cash equal to $4,100,000,000 avoidance of doubt, any Delayed Assets) (the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided ) is $20,230,000 in cash (the parenthetical of Section 2.08(a“Cash Consideration”), the Initial assumption of the Assumed Liabilities (the “Debt Consideration”) and 601,969 shares of Common Stock (the “Stock Consideration”). The Purchase Price shall be paid at the Closing by wire transfer as provided in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price Section 2.08 and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation be subject to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions adjustment as provided in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase PriceSection 2.11. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon promptly as practicable, and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy days practicable after the Closing, Abbott but not later than 45 days, the Company shall provide for Guidant’s review and comments deliver to Seller a statement (A) an allocation the “Allocation Statement”), allocating each of the Purchase Price among the Shares Cash Consideration and Stock Consideration to each of the Purchased Assets by country based on in accordance with Applicable Law. If within 30 days after the fair market values delivery of the Allocation Statement Seller notifies the Company in writing that Seller objects to the allocation set forth in the Allocation Statement, Seller and the Company shall use commercially reasonable efforts to resolve such Shares dispute within 15 days. In the event that Seller and Purchased Assets the Company are unable to resolve such dispute within 15 days, Seller and the Company shall jointly retain a nationally recognized accounting firm (the “Country AllocationAccounting Referee”)) to resolve the disputed items. Upon resolution of the disputed items, and (B) if required by applicable Law, an the allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement reflected on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation Statement shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii)adjusted to reflect such resolution. The determination made by the Country Allocation Accounting Firm shall becosts, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm Referee shall be shared borne equally between Guidant by the Company and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market valuesSeller. (c) Each of Guidant, Abbott Seller and each of their respective Affiliates shall the Company agree to (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, Statement and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent act in accordance with the Country Allocation Statement in the preparation, filing and the In-Country Allocation. None audit of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation or the In-Country Allocation in any Tax Returnreturn, in any refund claim, in any litigation, or except as otherwise unless required by final determination Applicable Law or a Taxing Authority. (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11 or ARTICLE 11, the Allocation Statement shall be adjusted as mutually agreed by an applicable taxing authorityBuyer and Seller. In the event that an agreement is not reached within 15 days after the Country Allocation or determination of Final Working Capital, any disputed items shall be resolved in the In-Country Allocation is disputed by any taxing authority, manner described in Section 2.07(b). Seller and the party receiving notice of the dispute shall promptly notify the other party hereto, and Abbott and Guidant Company agree to use their best efforts file any additional information return required to defend such Country be filed pursuant to Treasury Regulation Section 1.351-3 and to treat the Allocation or such In-Country Allocation Statement as adjusted in any audit or similar proceedingthe manner described in Section 2.07(b).

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as adjustments set forth in Section 2.06 with respect to a Deferred Local Closing)2.07, an aggregate the purchase price for the Purchased Assets and the Shares in an amount in cash equal to shall be $4,100,000,000 225,715,316 (the “Initial Purchase Price”). At the Closing, the Purchasers The Purchaser shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes deduct from the Purchase Price (including any amounts payable under Section 2.07) any amounts required to be withheld and deducted under the Code or other applicable Tax Law. Any amounts so deducted shall pay Guidant be remitted by the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect Purchaser to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes appropriate Governmental Authority on payment of the Purchase Pricea timely basis. (b) No later than five days prior to Within 90 Business Days after the Closing, Abbott the Purchaser shall provide Guidant the Seller with an a proposed allocation of the sum of the Purchase Price by country based on an estimate of and the fair market values of Assumed Liabilities among the Shares and Purchased Assets for their review and comment (the “Estimated Country Allocation”); provided that the Allocation shall be in accordance with Section 1060 of the Code and the Regulations thereunder. As soon If the Seller does not provide any comments to the Purchaser in writing within 30 Business Days following delivery by the Purchaser of the proposed Allocation, then the Allocation proposed by the Purchaser shall be deemed to be final and binding absent manifest error. If, however, the Seller submits comments to the Purchaser within such 30 Business Day period, the Purchaser and Seller shall negotiate in good faith to resolve any differences within 30 Business Days. If the Seller and the Purchaser are unable to reach a resolution within such 30 Business Day period, then all remaining disputed items shall be submitted for resolution to the Independent Accounting Firm, which shall make a final determination as practicableto the disputed items within 30 Business Days after such submission, and such determination shall be final, binding and conclusive on the parties hereto. The fees and disbursements of the Independent Accounting Firm arising under this Section 2.03(b) shall be allocated between the Seller and the Purchaser in any event not later than five days prior the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (ias finally determined by the Independent Accounting Firm) bears to the latest date required by applicable Law and (ii) seventy days after total amount of such remaining disputed items so submitted. Any subsequent adjustments to the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation sum of the Purchase Price among and Assumed Liabilities shall be reflected in the Shares Allocation in a manner consistent with Section 1060 of the Code and the Purchased Assets by country based on Regulations thereunder. For all Tax purposes, the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation Purchaser and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on Seller agree that the Country Allocation within five days following the relevant date provided transactions contemplated in Section 2.04(b)(ii), the Country Allocation this Agreement shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided reported in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm shall be shared equally between Guidant and Abbott. Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market values. (c) Each of Guidant, Abbott and each of their respective Affiliates shall (i) be bound by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis manner consistent with the Country Allocation terms of this Agreement, including the Allocation, and the In-Country Allocation. None that none of Guidant, Abbott or their respective Affiliates shall them will take any position inconsistent with the Country Allocation or the In-Country Allocation therewith in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authority(and the Seller shall cause its Affiliates to comply with the foregoing). In The Seller and the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify Purchaser agree to cooperate with the other party heretoin preparing IRS Form 8594, and Abbott and Guidant agree to use their best efforts to defend furnish the other with a copy of such Country Allocation or such In-Country Allocation Form prepared in any audit or similar proceedingdraft form within a reasonable period before its filing due date.

Purchase Price; Allocation of Purchase Price. (a) Subject At the Closing, Purchaser shall pay to Seller a cash amount equal to U.S.$956,099,550 plus the terms aggregate cash amount received after the date hereof by Seller in connection with the exercise of Seller Stock Options and conditions Seller Restricted Shares, minus any taxes withheld pursuant to Section 2.03(c), minus the aggregate cash amount paid after the date hereof by Seller to redeem or repurchase any Seller Shares, Seller Restricted Shares or Seller Stock Options or in respect of any dividend or distribution on Seller Shares declared after the date hereof (the "PURCHASE PRICE") plus the Transfer Taxes payable by Seller or any of its Affiliates as a result of the consummation of the transactions contemplated by this Agreement, at in immediately available funds to one or more bank accounts designated by Seller no later than two (2) Business Days before the Closing, Abbott, on behalf . (b) Seller and Purchaser shall jointly prepare an allocation of itself the sum of the Purchase Price and the other Purchasers, shall pay to Guidant, on behalf of itself Assumed Liabilities among the Assets and the Sellers (except (i) Business and the statutory jurisdictions in which the Assets reside in a schedule to be completed on or prior to the Closing Date. Each of Purchaser and Seller shall report the income and other tax consequences of the transactions contemplated by this Agreement in a manner consistent with such allocation. Except as otherwise required by applicable Law, in which case the applicable Asset neither Purchaser nor Seller shall take a position inconsistent with such allocations on any Tax Return or similar filing. Each of Seller and Purchaser shall pay locally reasonably cooperate with the other in preparing for filing any statements required by any Governmental Authority charged with the collection of any income Tax, including Dutch Corporate Income and other Tax forms and filings related to the applicable Asset Sellertransactions contemplated by this Agreement, (ii) as set forth in Schedule 2.02(e)a reasonable period before its filing due date. If Seller and Purchaser cannot agree on a joint allocation within 30 Business Days following the Closing Date, in which case Purchaser and Seller shall refer the applicable IP Purchaser shall pay matter for resolution to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closingindependent accountants, the Purchasers decision of which shall assume the Assumed Liabilitiesbe binding on Seller and Purchaser. The Initial Purchase Pricecosts, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price. (b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon as practicable, and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares and the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In-Country Allocation”). Guidant shall have the right to consent to the Estimated Country Allocation and the In-Country Allocation, which consent shall not be unreasonably withheld or delayed. If Guidant and Abbott are unable to reach agreement on the Country Allocation within five days following the relevant date provided in Section 2.04(b)(ii), the Country Allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Abbott and Guidant (the “Country Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Country Allocation Accounting Firm shall make its determination within thirty days following the date provided in Section 2.04(b)(ii). The determination made by the Country Allocation Accounting Firm shall be, absent manifest error, final and binding on Guidant, on behalf of itself and the Sellers, and Abbott, on behalf of itself and the other Purchasers. The fees and expenses of the Country Allocation Accounting Firm independent accountants shall be shared equally between Guidant and Abbott. Guidantborne by (1) Seller if the net resolution of the disputed items favors Purchaser, on behalf (2) Purchaser if the net resolution of itself and the Sellersdisputed items favor Seller, and Abbott, on behalf of itself (3) otherwise equally by Purchaser and the other Purchasers, shall acknowledge that the Country Allocation and In-Country Allocation will be done at arm’s length based upon a good faith determination of fair market valuesSeller. (c) Each of Guidant, Abbott The Purchaser shall withhold and each of their respective Affiliates shall (i) pay to the applicable Taxing authority any income or capital gains withholding taxes required to be bound withheld on Purchase Price payments with respect to the transactions contemplated by the Country Allocation and the In-Country Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Country Allocation and the In-Country Allocation. None of Guidant, Abbott or their respective Affiliates shall take any position inconsistent with the Country Allocation or the In-Country Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by final determination by an applicable taxing authority. In the event that the Country Allocation or the In-Country Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Abbott and Guidant agree to use their best efforts to defend such Country Allocation or such In-Country Allocation in any audit or similar proceedingAgreement.