Common use of Refunds and Carrybacks Clause in Contracts

Refunds and Carrybacks. (a) Chronimed shall be entitled to an amount equal to any refunds or credits of Taxes attributable to taxable periods ending before the Effective Date and attributable to Taxes allocated to Chronimed under Section 8.4. MGI shall be entitled to an amount equal to any refunds or credits of Taxes attributable MGI or the Business for taxable periods beginning on or after the Effective Date (except for Taxes described in Sections 8.2(b), 8.3(b) and 8.6) and attributable to Taxes allocated to MGI under Section 8.4. Refunds of credits of Taxes described in Sections 8.2(b), 8.3(b), and 8.6 shall be allocated to Chronimed and MGI in proportion to the parties' liability hereunder for such Taxes. (b) MGI shall promptly forward to Chronimed or reimburse Chronimed for any refunds or credits due Chronimed (pursuant to the terms of this Article VIII) after receipt thereof, and Chronimed shall promptly forward to MGI or reimburse MGI (pursuant to the terms of this Article VIII) for any refunds or credits due MGI after receipt thereof. (c) Chronimed agrees to pay to MGI the Income Tax benefit from its use of an item of loss, deduction or credit of the Business or MGI, or a carryback thereof, which arises in any taxable period beginning on or after the Effective Date (or is attributable to the portion of the taxable period on or after the Effective Date for a Tax period that begins before the Effective and ends after the Effective Date); provided, however, that if such use permanently prevents Chronimed from receiving a Tax benefit from its own loss, deduction, or credit carryback, MGI shall reimburse Chronimed for such payment to the extent of such lost Tax benefit at the time Chronimed would have received such benefit. Unless Chronimed otherwise agrees in writing, MGI agrees to elect under Section 172(b)(3) of the Code, and any corresponding state or foreign statutes, to relinquish any right to carryback net operating losses (in which event no payment is due from Chronimed to MGI). (i) If (xx) any adjustment is made to any Return where the adjustment relates to the Tax Liability of Chronimed or any of its Affiliates (including, prior to the Effective Date, MGI) for any period prior to the Effective Date or under Section 8.2(b) and there is a correlative offsetting adjustment to any Return applicable to the Business or MGI or any of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) or (yy) any adjustment is made to any Return where the adjustment relates to the Tax Liability of MGI or of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) and there is a correlative offsetting adjustment applicable to any Return of Chronimed or any of its Affiliates (including, prior to Effective Date, MGI), the party whose adjustment is favorable (i.e., the party to which there inures, directly or indirectly, a net Tax benefit as the result of any adjustment (MGI or Chronimed, as the case may be)) shall pay to the other party the amount of such net Tax benefit at such time or times as and to the extent that such benefit is realized through a refund of Tax or actual reduction in the amount of Taxes which would otherwise be paid if such adjustment had not been made; provided, however, that the party whose adjustment is favorable shall not be required to make a payment to the other party in excess of the amount (if any) of the net Tax detriment to such other party correlative to such net Tax benefit; provided, further, that if the party whose adjustment is favorable realizes a net Tax benefit prior to the time the other party realizes a net Tax determent, the party whose adjustment is favorable shall not be required to make any payments to the other party until such time or times as the net Tax detriment is actually realized by such other party. This subparagraph (i) shall apply whether the adjustment is a result of or in settlement of any audit, other administrative proceeding or judicial proceeding or the filing of an amended Return to reflect the consequences of any Determination made in connection with any such audit or proceeding or otherwise. This subparagraph (i) shall not be applicable to the extent that the party obligated to make a payment under this subparagraph is obligated under this Article VIII (aside from this subparagraph) to make a payment to the other party for the Tax detriment described in this subparagraph. (ii) If either MGI or Chronimed makes a payment to the other party pursuant to subparagraph (i) above, and (a) it is later determined by the applicable Taxing Authority that the party who made such payment is not entitled to the net Tax benefit which gave rise to such payment, then the party who received such payment shall promptly remit to the party who made such payment the amount of such payment that is attributable to the disallowed Tax benefit, or (b) if, as a result of a correlative adjustment, an attribute arising in a later period which would otherwise be able to be carried back to the taxable year or years in which the party making the payment thereunder realized a net Tax benefit (a "Displaced Carryback") cannot be utilized, the party receiving a payment pursuant to this subsection (d) will repay to the payer an amount sufficient to place the payer in the same position (ignoring for this purpose any potential carry forward of the Displaced Carryback) as it would have been if the correlative adjustment had not occurred, except that the payer shall subsequently return an amount up to such repayment when as and to the extent the payer actually receives a net Tax benefit from the Displaced Carryback. (iii) For purposes of determining whether a correlative adjustment described in this subsection (d) has a net Tax benefit, or detriment to the party affected, all effects of such adjustment, including without limitation, interest, penalties and additions to Tax required to be paid or received, any Tax imposed upon a refund or reduction in Tax and any Tax consequences occasioned by any payment made or to be made by one party to the other shall be taken into account. (iv) Each of Chronimed and MGI agrees that, unless the other company consents in writing, no amended Return shall be filed with a Taxing Authority (other than an amended Return to reflect the consequences of any Determination made in connection with any Tax Audit described in subparagraph 8.8(d)(i)) if the effect of the amended Return would be to produce a correlative Tax detriment to the company not filing the amended Return in the manner described in subparagraph 8.8

Refunds and Carrybacks. (a) Chronimed Seller shall be entitled to an amount equal to any refunds or credits of Federal or State Income Taxes or Other Taxes attributable to taxable periods ending before or arising in Pre-Closing Periods. (b) Buyer, BGH Holding, BRH Holdings or the Effective Date and attributable to Taxes allocated to Chronimed under Section 8.4. MGI Companies, as the case may be, shall be entitled to an amount equal to any refunds or credits of Federal or State Income Taxes or Other Taxes attributable MGI or the Business for taxable periods beginning on or after the Effective Date (except for Taxes described in Sections 8.2(b), 8.3(b) and 8.6) and attributable to Taxes allocated to MGI under Section 8.4. Refunds of credits of Taxes described in Sections 8.2(b), 8.3(b), and 8.6 shall be allocated to Chronimed and MGI in proportion to the parties' liability hereunder for such TaxesPost-Closing Periods. (bc) MGI Buyer shall cause BGH Holding, BRH Holdings and the Companies to promptly forward to Chronimed Seller or to reimburse Chronimed Seller for any refunds or credits due Chronimed (Seller pursuant to the terms of this Article VIII) Section 8.05, after receipt thereof, and Chronimed Seller shall promptly forward to MGI Buyer or reimburse MGI (Buyer pursuant to the terms of this Article VIII) Section 8.05, for any refunds or credits due MGI Buyer after receipt thereof. (cd) Chronimed Buyer agrees that, with respect to pay to MGI the any Income Tax benefit from its use of an neither Buyer nor BGH Holdings, BRH Holdings or the Companies shall carry back any item of loss, deduction or credit of the Business or MGI, or a carryback thereof, which arises in any taxable period beginning ending after the Closing Date ("Subsequent Loss") into any taxable period ending on or after the Effective Date (or is attributable to the portion of the taxable period on or after the Effective Date for a Tax period that begins before the Effective and ends after the Effective Closing Date); provided, however, that if such use permanently prevents Chronimed from receiving . If a Tax benefit from its own loss, deduction, or credit carryback, MGI shall reimburse Chronimed for such payment to the extent of such lost Tax benefit at the time Chronimed would have received such benefit. Unless Chronimed otherwise agrees in writing, MGI agrees to elect under Section 172(b)(3) of the Code, and any corresponding state or foreign statutes, to relinquish any right to carryback net operating losses (in which event no payment is due from Chronimed to MGI). (i) If (xx) any adjustment is made to any Return where the adjustment relates to the Tax Liability of Chronimed or any of its Affiliates (including, prior to the Effective Date, MGI) for any period prior to the Effective Date or under Section 8.2(b) and there is a correlative offsetting adjustment to any Return applicable to the Business or MGI or any of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only Subsequent Loss with respect to any Income Tax is carried back into any taxable period ending on or before the Tax liability allocated to MGI under Section 8.4 hereof) or (yy) any adjustment is made Closing Date, Seller shall be entitled to any Return where the adjustment relates to the Tax Liability refund or credit of MGI taxes realized as a result thereof and Buyer shall promptly forward any such refund or of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) and there is a correlative offsetting adjustment applicable to any Return of Chronimed or any of its Affiliates (including, prior to Effective Date, MGI), the party whose adjustment is favorable (i.e., the party to which there inures, directly or indirectly, a net Tax benefit as the result of any adjustment (MGI or Chronimed, as the case may be)) shall pay to the other party the amount of such net credit received by the Buyer, Holdings or the Companies to Seller pursuant to Section 8.0 5 (c). Buyer shall not, without Seller's consent, file or permit Holdings or the Companies to file any Amended Tax benefit at such time Return for any period ending on or times as and to the extent that such benefit is realized through a refund of Tax or actual reduction in the amount of Taxes which would otherwise be paid if such adjustment had not been made; provided, however, that the party whose adjustment is favorable shall not be required to make a payment to the other party in excess of the amount (if any) of the net Tax detriment to such other party correlative to such net Tax benefit; provided, further, that if the party whose adjustment is favorable realizes a net Tax benefit prior to the time the other party realizes a net Tax determent, the party whose adjustment is favorable shall not be required to make any payments to the other party until such time or times as the net Tax detriment is actually realized by such other party. This subparagraph (i) shall apply whether the adjustment is a result of or in settlement of any audit, other administrative proceeding or judicial proceeding or the filing of an amended Return to reflect the consequences of any Determination made in connection with any such audit or proceeding or otherwise. This subparagraph (i) shall not be applicable to the extent that the party obligated to make a payment under this subparagraph is obligated under this Article VIII (aside from this subparagraph) to make a payment to the other party for the Tax detriment described in this subparagraph. (ii) If either MGI or Chronimed makes a payment to the other party pursuant to subparagraph (i) above, and (a) it is later determined by the applicable Taxing Authority that the party who made such payment is not entitled to the net Tax benefit which gave rise to such payment, then the party who received such payment shall promptly remit to the party who made such payment the amount of such payment that is attributable to the disallowed Tax benefitClosing Date, or (b) ifbeginning before the Closing Date and ending after the Closing Date, as a result of a correlative adjustment, an attribute arising in a later period which would otherwise be able to be carried back to the taxable year or years in which the party making the payment thereunder realized a net Tax benefit (a "Displaced Carryback") cannot be utilized, the party receiving a payment pursuant to this subsection (d) will repay to the payer an amount sufficient to place the payer in the same position (ignoring for this purpose any potential carry forward of the Displaced Carryback) as it would have been if the correlative adjustment had not occurred, except that the payer shall subsequently return an amount up to such repayment when as and to the extent the payer actually receives a net Tax benefit from the Displaced Carrybackwithout Seller's written consent. (iii) For purposes of determining whether a correlative adjustment described in this subsection (d) has a net Tax benefit, or detriment to the party affected, all effects of such adjustment, including without limitation, interest, penalties and additions to Tax required to be paid or received, any Tax imposed upon a refund or reduction in Tax and any Tax consequences occasioned by any payment made or to be made by one party to the other shall be taken into account. (iv) Each of Chronimed and MGI agrees that, unless the other company consents in writing, no amended Return shall be filed with a Taxing Authority (other than an amended Return to reflect the consequences of any Determination made in connection with any Tax Audit described in subparagraph 8.8(d)(i)) if the effect of the amended Return would be to produce a correlative Tax detriment to the company not filing the amended Return in the manner described in subparagraph 8.8

Refunds and Carrybacks. (a) Chronimed The Seller shall be entitled to an amount equal to any refunds (including any interest paid thereon) or credits of Taxes attributable to taxable periods ending (or deemed pursuant to Section 8.4(b) or Section 8.4(c) to end) on or before the Effective Closing Date to the extent such refunds (including any interest paid thereon) or credits were not included in the Final Closing Balance Sheet. The Parent and attributable the Buyer shall promptly notify the Seller in writing of any Tax refund(s) received by or payable to Taxes allocated to Chronimed under Section 8.4. MGI Group Members after the Closing in respect of periods before or including the Closing Date. (b) The Parent, the Buyer, the Group Members and/or its Affiliates, as the case may be, shall be entitled to an amount equal to any refunds (including any interest paid thereon) or credits of Taxes attributable MGI or the Business for to (i) taxable periods beginning (or deemed pursuant to Section 8.4(b) to begin) after the Closing Balance Sheet Date and (ii) taxable periods ending (or deemed pursuant to Section 8.4(b) to end) on or after before the Effective Closing Balance Sheet Date (except for Taxes described in Sections 8.2(b), 8.3(b) and 8.6) and attributable to Taxes allocated to MGI under Section 8.4. Refunds of credits of Taxes described in Sections 8.2(b), 8.3(b), and 8.6 shall be allocated to Chronimed and MGI in proportion to the parties' liability hereunder for extent such Taxesrefunds (including any interest paid thereon) or credits were included in the Final Closing Balance Sheet. (bc) MGI The Parent and the Buyer shall, or shall cause the Group Members promptly to, forward to Chronimed or reimburse Chronimed the Seller for any refunds (including any interest paid thereon) or credits due Chronimed the Seller (pursuant to the terms of this Article VIIIAgreement) after receipt thereof, and Chronimed the Seller shall promptly forward to MGI the Buyer or reimburse MGI (pursuant to the terms of this Article VIII) Buyer for any refunds (including any interest paid thereon) or credits due MGI the Buyer after receipt thereof. (cd) Chronimed agrees The Parent, the Buyer and Group Members agree that, with respect to pay to MGI any Tax, the Income Tax benefit from its use of an Group Members shall not carry back any item of loss, deduction or credit of the Business or MGI, or a carryback thereof, which arises in any taxable period beginning ending after the Closing Date to any taxable period ending on or after the Effective Date (or is attributable to the portion of the taxable period on or after the Effective Date for a Tax period that begins before the Effective and ends after the Effective Closing Date); provided, however, that if such use permanently prevents Chronimed from receiving a Tax benefit from its own loss, deduction, or credit carryback, MGI shall reimburse Chronimed for such payment to the extent of such lost Tax benefit at the time Chronimed would have received such benefit. Unless Chronimed otherwise agrees in writing, MGI agrees to elect under Section 172(b)(3) of the Code, and any corresponding state or foreign statutes, to relinquish any right to carryback net operating losses (in which event no payment is due from Chronimed to MGI). (i) If (xx) any adjustment is made to any Return where the adjustment relates to the Tax Liability of Chronimed or any of its Affiliates (including, prior to the Effective Date, MGI) for any period prior to the Effective Date or under Section 8.2(b) and there is a correlative offsetting adjustment to any Return applicable to the Business or MGI or any of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) or (yy) any adjustment is made to any Return where the adjustment relates to the Tax Liability of MGI or of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) and there is a correlative offsetting adjustment applicable to any Return of Chronimed or any of its Affiliates (including, prior to Effective Date, MGI), the party whose adjustment is favorable (i.e., the party to which there inures, directly or indirectly, a net Tax benefit as the result of any adjustment (MGI or Chronimed, as the case may be)) shall pay to the other party the amount of such net Tax benefit at such time or times as and to the extent that such benefit is realized through a refund of Tax or actual reduction in the amount of Taxes which would otherwise be paid if such adjustment had not been made; provided, however, that the party whose adjustment is favorable shall not be required to make a payment to the other party in excess of the amount (if any) of the net Tax detriment to such other party correlative to such net Tax benefit; provided, further, that if the party whose adjustment is favorable realizes a net Tax benefit prior to the time the other party realizes a net Tax determent, the party whose adjustment is favorable shall not be required to make any payments to the other party until such time or times as the net Tax detriment is actually realized by such other party. This subparagraph (i) shall apply whether the adjustment is a result of or in settlement of any audit, other administrative proceeding or judicial proceeding or the filing of an amended Return to reflect the consequences of any Determination made in connection with any such audit or proceeding or otherwise. This subparagraph (i) shall not be applicable to the extent that the party obligated to make a payment under this subparagraph is obligated under this Article VIII (aside from this subparagraph) to make a payment to the other party for the Tax detriment described in this subparagraph. (ii) If either MGI or Chronimed makes a payment to the other party pursuant to subparagraph (i) above, and (a) it is later determined by the applicable Taxing Authority that the party who made such payment is not entitled to the net Tax benefit which gave rise to such payment, then the party who received such payment shall promptly remit to the party who made such payment the amount of such payment that is attributable to the disallowed Tax benefit, or (b) if, as a result of a correlative adjustment, an attribute arising in a later period which would otherwise be able to be carried back to the taxable year or years in which the party making the payment thereunder realized a net Tax benefit (a "Displaced Carryback") cannot be utilized, the party receiving a payment pursuant to this subsection (d) will repay to the payer an amount sufficient to place the payer in the same position (ignoring for this purpose any potential carry forward of the Displaced Carryback) as it would have been if the correlative adjustment had not occurred, except that the payer shall subsequently return an amount up to such repayment when as and to the extent the payer actually receives a net Tax benefit from the Displaced Carryback. (iii) For purposes of determining whether a correlative adjustment described in this subsection (d) has a net Tax benefit, or detriment to the party affected, all effects of such adjustment, including without limitation, interest, penalties and additions to Tax required to be paid or received, any Tax imposed upon a refund or reduction in Tax and any Tax consequences occasioned by any payment made or to be made by one party to the other shall be taken into account. (iv) Each of Chronimed and MGI agrees that, unless the other company consents in writing, no amended Return shall be filed with a Taxing Authority (other than an amended Return to reflect the consequences of any Determination made in connection with any Tax Audit described in subparagraph 8.8(d)(i)) if the effect of the amended Return would be to produce a correlative Tax detriment to the company not filing the amended Return in the manner described in subparagraph 8.8

Refunds and Carrybacks. (a) Chronimed Raytheon shall be entitled to an amount equal to any refunds or credits of Income Taxes or Other Taxes attributable to or arising in taxable periods ending on or before the Effective Date Closing Date. (b) The Company and attributable to Taxes allocated to Chronimed under Section 8.4. MGI its subsidiaries and Affiliates, as the case may be, shall be entitled to an amount equal to any refunds or credits of Income Taxes attributable MGI to or the Business for arising in taxable periods beginning on or after the Effective Date (except for Taxes described in Sections 8.2(b), 8.3(b) and 8.6) and attributable to Taxes allocated to MGI under Section 8.4. Refunds of credits of Taxes described in Sections 8.2(b), 8.3(b), and 8.6 shall be allocated to Chronimed and MGI in proportion to the parties' liability hereunder for such Taxes. (b) MGI shall promptly forward to Chronimed or reimburse Chronimed for any refunds or credits due Chronimed (pursuant to the terms of this Article VIII) after receipt thereof, and Chronimed shall promptly forward to MGI or reimburse MGI (pursuant to the terms of this Article VIII) for any refunds or credits due MGI after receipt thereofClosing Date. (c) Chronimed Xxxx agrees that if as the result of any audit adjustment made by any taxing authority with respect to a taxable period ending on or prior to the Closing Date for which Raytheon has indemnified Xxxx pursuant to Section 7.5, Xxxx, the Company or any of its subsidiaries or affiliates receives a Tax benefit, then Xxxx shall pay to MGI Raytheon the Income amount of such Tax benefit from its use (on an after-tax basis) within 15 days of filing the Return in which such Tax benefit is realized or utilized; provided, however, that if Raytheon owes Xxxx an -------- ------- indemnity obligation with respect to the adjustment which results in such Tax benefit, Xxxx shall have no liability under this Section 7.8(c) unless and until such indemnity obligation shall have been satisfied. (d) Xxxx, the Company and their respective subsidiaries and affiliates agree that, with respect to any Income Tax, none of the Company's subsidiaries shall carry back any item of loss, deduction or credit of the Business or MGI, or a carryback thereof, which arises in any taxable period beginning ending after the Closing Date ("Subsequent Loss") into any --------------- taxable period ending on or after the Effective Date (or is attributable to the portion of the taxable period on or after the Effective Date for a Tax period that begins before the Effective and ends after the Effective Closing Date); provided, however, that if such use permanently prevents Chronimed from receiving . If a Tax benefit from its own loss, deduction, or credit carryback, MGI shall reimburse Chronimed for such payment to the extent of such lost Tax benefit at the time Chronimed would have received such benefit. Unless Chronimed otherwise agrees in writing, MGI agrees to elect under Section 172(b)(3) of the Code, and any corresponding state or foreign statutes, to relinquish any right to carryback net operating losses (in which event no payment is due from Chronimed to MGI). (i) If (xx) any adjustment is made to any Return where the adjustment relates to the Tax Liability of Chronimed or any of its Affiliates (including, prior to the Effective Date, MGI) for any period prior to the Effective Date or under Section 8.2(b) and there is a correlative offsetting adjustment to any Return applicable to the Business or MGI or any of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only Subsequent Loss with respect to any Income Tax is carried back into any taxable period ending on or before the Tax liability allocated to MGI under Section 8.4 hereof) or (yy) any adjustment is made Closing Date, Raytheon shall be entitled to any Return where the adjustment relates to the Tax Liability of MGI refund or of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) and there is a correlative offsetting adjustment applicable to any Return of Chronimed or any of its Affiliates (including, prior to Effective Date, MGI), the party whose adjustment is favorable (i.e., the party to which there inures, directly or indirectly, a net Tax benefit as the result of any adjustment (MGI or Chronimed, as the case may be)) shall pay to the other party the amount of such net Tax benefit at such time or times as and to the extent that such benefit is realized through a refund of Tax or actual reduction in the amount credit of Taxes which would otherwise be paid if such adjustment had not been made; provided, however, that the party whose adjustment is favorable shall not be required to make a payment to the other party in excess of the amount (if any) of the net Tax detriment to such other party correlative to such net Tax benefit; provided, further, that if the party whose adjustment is favorable realizes a net Tax benefit prior to the time the other party realizes a net Tax determent, the party whose adjustment is favorable shall not be required to make any payments to the other party until such time or times as the net Tax detriment is actually realized by such other party. This subparagraph (i) shall apply whether the adjustment is a result of or in settlement of any audit, other administrative proceeding or judicial proceeding or the filing of an amended Return to reflect the consequences of any Determination made in connection with any such audit or proceeding or otherwise. This subparagraph (i) shall not be applicable to the extent that the party obligated to make a payment under this subparagraph is obligated under this Article VIII (aside from this subparagraph) to make a payment to the other party for the Tax detriment described in this subparagraph. (ii) If either MGI or Chronimed makes a payment to the other party pursuant to subparagraph (i) above, and (a) it is later determined by the applicable Taxing Authority that the party who made such payment is not entitled to the net Tax benefit which gave rise to such payment, then the party who received such payment shall promptly remit to the party who made such payment the amount of such payment that is attributable to the disallowed Tax benefit, or (b) if, as a result of a correlative adjustment, an attribute arising in a later period which would otherwise be able to be carried back to the taxable year or years in which the party making the payment thereunder realized a net Tax benefit (a "Displaced Carryback") cannot be utilized, the party receiving a payment pursuant to this subsection (d) will repay to the payer an amount sufficient to place the payer in the same position (ignoring for this purpose any potential carry forward of the Displaced Carryback) as it would have been if the correlative adjustment had not occurred, except that the payer shall subsequently return an amount up to such repayment when as and to the extent the payer actually receives a net Tax benefit from the Displaced Carrybackthereof. (iii) For purposes of determining whether a correlative adjustment described in this subsection (d) has a net Tax benefit, or detriment to the party affected, all effects of such adjustment, including without limitation, interest, penalties and additions to Tax required to be paid or received, any Tax imposed upon a refund or reduction in Tax and any Tax consequences occasioned by any payment made or to be made by one party to the other shall be taken into account. (iv) Each of Chronimed and MGI agrees that, unless the other company consents in writing, no amended Return shall be filed with a Taxing Authority (other than an amended Return to reflect the consequences of any Determination made in connection with any Tax Audit described in subparagraph 8.8(d)(i)) if the effect of the amended Return would be to produce a correlative Tax detriment to the company not filing the amended Return in the manner described in subparagraph 8.8

Refunds and Carrybacks. (a) Chronimed RP (or any other RP Company designated by RP) shall be entitled to an amount equal to any refunds of Income Taxes paid by or credits on behalf of Taxes attributable the RM Transferred Subsidiaries (including refunds paid by means of a credit against other or future Tax Liabilities) arising with respect to taxable periods ending before the Effective Date and attributable to Taxes allocated to Chronimed under Section 8.4. MGI shall be entitled to an amount equal to any refunds or credits of Taxes attributable MGI or the Business for taxable periods beginning on or after the Effective Date (except for Taxes described in Sections 8.2(b), 8.3(b) and 8.6) and attributable to Taxes allocated to MGI under Section 8.4. Refunds of credits of Taxes described in Sections 8.2(b), 8.3(b), and 8.6 shall be allocated to Chronimed and MGI in proportion to the parties' liability hereunder for such TaxesPre-Closing Tax Periods. (b) MGI Merck (or any other Merck Company designated by Merck) shall be entitled to any refunds of Income Taxes paid by or on behalf of the Merck Transferred Subsidiaries (including refunds paid by means of a credit against other or future Tax Liabilities) arising with respect to Pre-Closing Tax Periods. (c) Refunds of Income Taxes received by the Merial Venture, RP or Merck or their respective Subsidiaries (including refunds paid by means of a credit against other or future Tax Liabilities) arising with respect to Straddle Periods shall be allocated to whichever of RP or Merck (or their respective Subsidiaries) or the Merial Venture Companies initially bore the items to which such refund is attributable. (d) Merial shall promptly forward forward, or cause to Chronimed be forwarded, to RP, or reimburse Chronimed for reimburse, or cause to be reimbursed to, RP, any refunds or credits due Chronimed RP (pursuant to the terms of this Article VIIISection 14.15) after receipt thereof, and Chronimed . Merial shall promptly forward forward, or cause to MGI be forwarded, to Merck, or reimburse MGI reimburse, or cause to be reimbursed to, Merck, any refunds due Merck (pursuant to the terms of this Article VIIISection 14.15) for any refunds or credits due MGI after receipt thereof. In the case of a refund received in the form of a credit against other or future Tax Liabilities, reimbursement in respect of such refund shall be due in each case on the due date for payment of the Taxes against which such refund has been credited. (ce) Chronimed Merial agrees to pay to MGI that the Income Tax benefit from its use of an RM Transferred Subsidiaries and the Merck Transferred Subsidiaries shall not carry back any item of loss, deduction or credit of the Business or MGI, or a carryback thereof, which arises in any taxable period beginning on or ending after the Effective Closing Date (or is attributable to the portion of the “Subsequent Loss”) into any taxable period on or after the Effective Date for a Tax period that begins beginning before the Effective and ends after Closing Date, except as required by law. If an RM Transferred Subsidiary or a Merck Transferred Subsidiary carries back any Subsequent Loss into any taxable period beginning before the Effective Date); providedClosing Date in compliance with the immediately preceding sentence, however, that if such use permanently prevents Chronimed from receiving the Merial Venture shall be entitled to any Tax Benefit or refund of Taxes actually realized as a Tax benefit from its own loss, deduction, or credit carryback, MGI shall reimburse Chronimed for such payment to the extent of such lost Tax benefit at the time Chronimed would have received such benefit. Unless Chronimed otherwise agrees in writing, MGI agrees to elect under Section 172(b)(3) of the Code, and any corresponding state or foreign statutes, to relinquish any right to carryback net operating losses (in which event no payment is due from Chronimed to MGI)result thereof. (if) If (xx) any adjustment is made to any Return where the adjustment relates to the Tax Liability of Chronimed or any of its Affiliates (including, prior to the Effective Date, MGI) for any period prior to the Effective Date or under Section 8.2(b) and there is a correlative offsetting adjustment to any Return applicable to the Business or MGI or any of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) or (yy) any adjustment is made to any Return where the adjustment relates to the Tax Liability of MGI or of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) and there is a correlative offsetting adjustment applicable to any Return of Chronimed or any of its Affiliates (including, prior to Effective Date, MGI), the party whose adjustment is favorable (i.e., the party to which there inures, directly or indirectly, a net Tax benefit as the result of any adjustment (MGI or Chronimed, as the case may be)) shall pay to the other party the amount of such net Tax benefit at such time or times as and to the extent that such benefit is realized through a refund of Tax or actual reduction in the amount of Taxes which would otherwise be paid if such adjustment had not been made; provided, however, that the party whose adjustment is favorable shall not be required to make a payment to the other party in excess of the amount (if any) of the net Tax detriment to such other party correlative to such net Tax benefit; provided, further, that if the party whose adjustment is favorable realizes a net Tax benefit prior to the time the other party realizes a net Tax determent, the party whose adjustment is favorable shall not be required to make any payments to the other party until such time or times as the net Tax detriment is actually realized by such other party. This subparagraph (i) shall apply whether the adjustment is a result of or in settlement of any audit, other administrative proceeding or judicial proceeding or the filing of an amended Return to reflect the consequences of any Determination made in connection with any such audit or proceeding or otherwise. This subparagraph (i) shall not be applicable to the extent that the party obligated to make a payment under this subparagraph is obligated under this Article VIII (aside from this subparagraph) to make a payment to the other party for the Tax detriment described in this subparagraph. (ii) If either MGI or Chronimed makes a payment to the other party pursuant to subparagraph (i) above, and (a) it is later determined by the applicable Taxing Authority that the party who made such payment is not entitled to the net Tax benefit which gave rise to such payment, then the party who received such payment shall promptly remit to the party who made such payment the amount of such payment that is attributable to the disallowed Tax benefit, or (b) ifIf, as a result of the Merial Venture’s participation in the CFM Agreement, the Merial Venture actually realizes a correlative adjustmentTax Benefit and the RP Group is actually deprived of a Tax Benefit or its Tax costs increase as a result of the Merial Venture realizing such Tax Benefit, an attribute arising in a later period which would otherwise Merial shall take such action as may be able to be carried back to the taxable year or years in which the party making necessary (including the payment thereunder realized of any monetary amount resulting from the realization of such Tax Benefit) to provide such Tax Benefit to RP (or a net Tax benefit (a "Displaced Carryback"Subsidiary of RP designated by RP) cannot be utilized, the party receiving a payment pursuant to this subsection (d) will repay to the payer an amount sufficient to place the payer in the same position (ignoring for this purpose any potential carry forward of the Displaced Carryback) as it would have been if the correlative adjustment had not occurred, except that the payer shall subsequently return an amount up to such repayment when as and but only to the extent the payer RP Group is actually receives deprived of a net Tax benefit from the Displaced Carryback. (iii) For purposes of determining whether Benefit or its Tax costs increase as a correlative adjustment described in this subsection (d) has a net Tax benefit, or detriment to the party affected, all effects of such adjustment, including without limitation, interest, penalties and additions to Tax required to be paid or received, any Tax imposed upon a refund or reduction in Tax and any Tax consequences occasioned by any payment made or to be made by one party to the other shall be taken into account. (iv) Each of Chronimed and MGI agrees that, unless the other company consents in writing, no amended Return shall be filed with a Taxing Authority (other than an amended Return to reflect the consequences of any Determination made in connection with any Tax Audit described in subparagraph 8.8(d)(i)) if the effect result of the amended Return would be to produce a correlative Merial Venture realizing such Tax detriment to the company not filing the amended Return in the manner described in subparagraph 8.8Benefit.

Refunds and Carrybacks. (a) Chronimed Seller shall be entitled to an amount equal to any refunds or credits of Income Taxes attributable to or arising in taxable periods ending on or before the Effective Date Closing Date. (b) Buyer and attributable to Taxes allocated to Chronimed under Section 8.4. MGI the Company, as the case may be, shall be entitled to an amount equal to any refunds or credits of Income Taxes attributable MGI to or the Business for arising in taxable periods beginning on or after the Effective Date (except for Taxes described in Sections 8.2(b), 8.3(b) and 8.6) and attributable to Taxes allocated to MGI under Section 8.4. Refunds of credits of Taxes described in Sections 8.2(b), 8.3(b), and 8.6 shall be allocated to Chronimed and MGI in proportion to the parties' liability hereunder for such TaxesClosing Date. (bc) MGI Seller shall be entitled to any refunds or credits of Other Taxes for which Seller is liable pursuant to Section 7.1(b) hereof. Buyer and the Company shall be entitled to any refunds or credits of Other Taxes not referred to in the preceding sentence attributable to or arising in any taxable period (whether beginning before or after the Closing Date). (d) Buyer agrees that if as the result of any audit adjustment made by any taxing authority with respect to a taxable period ending on or prior to the Closing Date, Buyer or the Company receives a Tax Benefit, then Buyer shall pay to Seller the amount of such Tax Benefit (on an after-tax basis) within 15 days of filing the Return in which such Tax Benefit is realized or utilized. (e) Seller agrees that if as the result of any audit adjustment made by any taxing authority with respect to a taxable period ending on or before the Closing Date, Buyer, the Company or any of its Affiliates suffers a Tax Detriment, then Seller shall pay to Buyer the amount of such Tax Detriment (on an after-tax basis) within 15 days of the filing of the Return in which such Tax Detriment is realized or incurred. (f) Buyer shall cause the Company promptly to forward to Chronimed Seller or to reimburse Chronimed Seller for any refunds or credits due Chronimed Seller (pursuant to the terms of this Article VIIIVII) after receipt thereof, and Chronimed Seller shall promptly forward to MGI or reimburse MGI Buyer (pursuant to the terms of this Article VIIIVII) or reimburse Buyer for any refunds or credits due MGI Buyer after receipt thereof. (cg) Chronimed agrees Buyer and the Company agree that, with respect to pay to MGI any Income Tax, the Income Tax benefit from its use of an Company shall not carry back any item of loss, deduction or credit of the Business or MGI, or a carryback thereof, which arises in any taxable period beginning ending after the Closing Date ("Subsequent Loss") into any taxable period ending on or after the Effective Date (or is attributable to the portion of the taxable period on or after the Effective Date for a Tax period that begins before the Effective and ends after the Effective Closing Date); provided, however, that if such use permanently prevents Chronimed from receiving . If a Tax benefit from its own loss, deduction, or credit carryback, MGI shall reimburse Chronimed for such payment to the extent of such lost Tax benefit at the time Chronimed would have received such benefit. Unless Chronimed otherwise agrees in writing, MGI agrees to elect under Section 172(b)(3) of the Code, and any corresponding state or foreign statutes, to relinquish any right to carryback net operating losses (in which event no payment is due from Chronimed to MGI). (i) If (xx) any adjustment is made to any Return where the adjustment relates to the Tax Liability of Chronimed or any of its Affiliates (including, prior to the Effective Date, MGI) for any period prior to the Effective Date or under Section 8.2(b) and there is a correlative offsetting adjustment to any Return applicable to the Business or MGI or any of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only Subsequent Loss with respect to any Income Tax is carried back into any taxable period ending on or before the Tax liability allocated to MGI under Section 8.4 hereof) or (yy) any adjustment is made Closing Date, Seller shall be entitled to any Return where the adjustment relates to the Tax Liability of MGI refund or of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) and there is a correlative offsetting adjustment applicable to any Return of Chronimed or any of its Affiliates (including, prior to Effective Date, MGI), the party whose adjustment is favorable (i.e., the party to which there inures, directly or indirectly, a net Tax benefit as the result of any adjustment (MGI or Chronimed, as the case may be)) shall pay to the other party the amount of such net Tax benefit at such time or times as and to the extent that such benefit is realized through a refund of Tax or actual reduction in the amount credit of Taxes which would otherwise be paid if such adjustment had not been made; provided, however, that the party whose adjustment is favorable shall not be required to make a payment to the other party in excess of the amount (if any) of the net Tax detriment to such other party correlative to such net Tax benefit; provided, further, that if the party whose adjustment is favorable realizes a net Tax benefit prior to the time the other party realizes a net Tax determent, the party whose adjustment is favorable shall not be required to make any payments to the other party until such time or times as the net Tax detriment is actually realized by such other party. This subparagraph (i) shall apply whether the adjustment is a result of or in settlement of any audit, other administrative proceeding or judicial proceeding or the filing of an amended Return to reflect the consequences of any Determination made in connection with any such audit or proceeding or otherwise. This subparagraph (i) shall not be applicable to the extent that the party obligated to make a payment under this subparagraph is obligated under this Article VIII (aside from this subparagraph) to make a payment to the other party for the Tax detriment described in this subparagraph. (ii) If either MGI or Chronimed makes a payment to the other party pursuant to subparagraph (i) above, and (a) it is later determined by the applicable Taxing Authority that the party who made such payment is not entitled to the net Tax benefit which gave rise to such payment, then the party who received such payment shall promptly remit to the party who made such payment the amount of such payment that is attributable to the disallowed Tax benefit, or (b) if, as a result of a correlative adjustment, an attribute arising in a later period which would otherwise be able to be carried back to the taxable year or years in which the party making the payment thereunder realized a net Tax benefit (a "Displaced Carryback") cannot be utilized, the party receiving a payment pursuant to this subsection (d) will repay to the payer an amount sufficient to place the payer in the same position (ignoring for this purpose any potential carry forward of the Displaced Carryback) as it would have been if the correlative adjustment had not occurred, except that the payer shall subsequently return an amount up to such repayment when as and to the extent the payer actually receives a net Tax benefit from the Displaced Carrybackthereof. (iii) For purposes of determining whether a correlative adjustment described in this subsection (d) has a net Tax benefit, or detriment to the party affected, all effects of such adjustment, including without limitation, interest, penalties and additions to Tax required to be paid or received, any Tax imposed upon a refund or reduction in Tax and any Tax consequences occasioned by any payment made or to be made by one party to the other shall be taken into account. (iv) Each of Chronimed and MGI agrees that, unless the other company consents in writing, no amended Return shall be filed with a Taxing Authority (other than an amended Return to reflect the consequences of any Determination made in connection with any Tax Audit described in subparagraph 8.8(d)(i)) if the effect of the amended Return would be to produce a correlative Tax detriment to the company not filing the amended Return in the manner described in subparagraph 8.8

Refunds and Carrybacks. (a) Chronimed The Seller or its Affiliates shall be entitled to an amount equal to any refunds (including any interest paid thereon) or credits of Taxes attributable to taxable periods ending (or deemed pursuant to Section 9.4(b) to end) on or before the Effective Closing Balance Sheet Date and attributable to Taxes allocated the extent such refunds (including any interest paid thereon) or credits were not reflected on the Final Closing Balance Sheet. The Buyer shall promptly notify the Seller in writing of any tax refund(s) received by or payable to Chronimed under Section 8.4. MGI the Company or the Subsidiary after the Closing in respect of periods before or including the Closing Date. (b) The Buyer, the Company, the Subsidiary and/or their Affiliates, as the case may be, shall be entitled to an amount equal to any refunds (including any interest paid thereon) or credits of Taxes attributable MGI or the Business for to (i) taxable periods beginning (or deemed pursuant to Section 9.4(b) to begin) after the Closing Balance Sheet Date and (ii) taxable periods ending (or deemed pursuant to Section 9.4(b) to end) on or after before the Effective Closing Balance Sheet Date (except for Taxes described in Sections 8.2(b), 8.3(b) and 8.6) and attributable to Taxes allocated to MGI under Section 8.4. Refunds of credits of Taxes described in Sections 8.2(b), 8.3(b), and 8.6 shall be allocated to Chronimed and MGI in proportion to the parties' liability hereunder for extent such Taxesrefunds (including any interest paid thereon) or credits were reflected on the Final Closing Balance Sheet. (bc) MGI The Buyer shall, or shall cause the Company and the Subsidiary promptly to, forward to Chronimed or reimburse Chronimed the Seller for any refunds (including any interest paid thereon) or credits due Chronimed the Seller (pursuant to the terms of this Article VIIIAgreement) after receipt thereof, and Chronimed the Seller shall promptly forward to MGI the Buyer or reimburse MGI (pursuant to the terms of this Article VIII) Buyer for any refunds (including any interest paid thereon) or credits due MGI the Buyer after receipt thereof. (cd) Chronimed agrees The Buyer and the Company agree that, with respect to pay to MGI any Tax, the Income Tax benefit from its use of an Company and the Subsidiary shall not carry back any item of loss, deduction or credit of the Business or MGI, or a carryback thereof, which arises in any taxable period beginning ending after the Closing Date to any taxable period ending on or after the Effective Date (or is attributable to the portion of the taxable period on or after the Effective Date for a Tax period that begins before the Effective and ends after the Effective Closing Date); provided, however, that if such use permanently prevents Chronimed from receiving a Tax benefit from its own loss, deduction, or credit carryback, MGI shall reimburse Chronimed for such payment to the extent of such lost Tax benefit at the time Chronimed would have received such benefit. Unless Chronimed otherwise agrees in writing, MGI agrees to elect under Section 172(b)(3) of the Code, and any corresponding state or foreign statutes, to relinquish any right to carryback net operating losses (in which event no payment is due from Chronimed to MGI). (i) If (xx) any adjustment is made to any Return where the adjustment relates to the Tax Liability of Chronimed or any of its Affiliates (including, prior to the Effective Date, MGI) for any period prior to the Effective Date or under Section 8.2(b) and there is a correlative offsetting adjustment to any Return applicable to the Business or MGI or any of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) or (yy) any adjustment is made to any Return where the adjustment relates to the Tax Liability of MGI or of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) and there is a correlative offsetting adjustment applicable to any Return of Chronimed or any of its Affiliates (including, prior to Effective Date, MGI), the party whose adjustment is favorable (i.e., the party to which there inures, directly or indirectly, a net Tax benefit as the result of any adjustment (MGI or Chronimed, as the case may be)) shall pay to the other party the amount of such net Tax benefit at such time or times as and to the extent that such benefit is realized through a refund of Tax or actual reduction in the amount of Taxes which would otherwise be paid if such adjustment had not been made; provided, however, that the party whose adjustment is favorable shall not be required to make a payment to the other party in excess of the amount (if any) of the net Tax detriment to such other party correlative to such net Tax benefit; provided, further, that if the party whose adjustment is favorable realizes a net Tax benefit prior to the time the other party realizes a net Tax determent, the party whose adjustment is favorable shall not be required to make any payments to the other party until such time or times as the net Tax detriment is actually realized by such other party. This subparagraph (i) shall apply whether the adjustment is a result of or in settlement of any audit, other administrative proceeding or judicial proceeding or the filing of an amended Return to reflect the consequences of any Determination made in connection with any such audit or proceeding or otherwise. This subparagraph (i) shall not be applicable to the extent that the party obligated to make a payment under this subparagraph is obligated under this Article VIII (aside from this subparagraph) to make a payment to the other party for the Tax detriment described in this subparagraph. (ii) If either MGI or Chronimed makes a payment to the other party pursuant to subparagraph (i) above, and (a) it is later determined by the applicable Taxing Authority that the party who made such payment is not entitled to the net Tax benefit which gave rise to such payment, then the party who received such payment shall promptly remit to the party who made such payment the amount of such payment that is attributable to the disallowed Tax benefit, or (b) if, as a result of a correlative adjustment, an attribute arising in a later period which would otherwise be able to be carried back to the taxable year or years in which the party making the payment thereunder realized a net Tax benefit (a "Displaced Carryback") cannot be utilized, the party receiving a payment pursuant to this subsection (d) will repay to the payer an amount sufficient to place the payer in the same position (ignoring for this purpose any potential carry forward of the Displaced Carryback) as it would have been if the correlative adjustment had not occurred, except that the payer shall subsequently return an amount up to such repayment when as and to the extent the payer actually receives a net Tax benefit from the Displaced Carryback. (iii) For purposes of determining whether a correlative adjustment described in this subsection (d) has a net Tax benefit, or detriment to the party affected, all effects of such adjustment, including without limitation, interest, penalties and additions to Tax required to be paid or received, any Tax imposed upon a refund or reduction in Tax and any Tax consequences occasioned by any payment made or to be made by one party to the other shall be taken into account. (iv) Each of Chronimed and MGI agrees that, unless the other company consents in writing, no amended Return shall be filed with a Taxing Authority (other than an amended Return to reflect the consequences of any Determination made in connection with any Tax Audit described in subparagraph 8.8(d)(i)) if the effect of the amended Return would be to produce a correlative Tax detriment to the company not filing the amended Return in the manner described in subparagraph 8.8

Refunds and Carrybacks. (a) Chronimed Sellers shall be entitled to an amount equal to any refunds (including any interest paid thereon) for Taxes of the Acquired Companies or credits of Taxes with respect to the Acquired Assets attributable to taxable periods ending before Pre-Closing Tax Periods (whether received in cash or credited against other Taxes) to the Effective Date and attributable extent such Taxes were paid by PKI or any Affiliate of PKI pursuant to Taxes allocated Section 7.1(a) or are subject to Chronimed indemnification under Section 8.4. MGI shall be entitled to an amount equal to any refunds 7.1(f) or credits of Taxes attributable MGI or the Business for taxable periods beginning on or after the Effective Date (are Excluded Liabilities, except for Taxes described in Sections 8.2(b), 8.3(b) and 8.6) and attributable to Taxes allocated to MGI under Section 8.4. Refunds of credits of Taxes described in Sections 8.2(b), 8.3(b), and 8.6 shall be allocated to Chronimed and MGI in proportion to the parties' liability hereunder for extent such Taxesrefunds were included in the calculation of Closing Indebtedness or Working Capital. (b) MGI Buyer and/or its Affiliates, as the case may be, shall promptly forward be entitled to Chronimed or reimburse Chronimed for any refunds (including any interest paid thereon) for Taxes of the Acquired Companies or credits due Chronimed (pursuant with respect to the terms of this Article VIIIAcquired Assets attributable to Post-Closing Tax Periods (whether received in cash or credited against other Taxes) after receipt thereof, and Chronimed shall promptly forward to MGI or reimburse MGI (pursuant to the terms of this Article VIII) for any extent such refunds or credits due MGI after receipt thereofare not described in Section 7.3(a). (c) Chronimed agrees Buyer shall promptly forward to pay or reimburse PKI for any such refunds described in Section 7.3(a) (including any interest paid thereon) due Sellers after receipt or credit thereof, and PKI shall promptly forward to MGI Buyer or reimburse Buyer for any such refunds (including any interest paid thereon) due Buyer after receipt or credit thereof. (d) Buyer and PKI agree that, with respect to any Tax, none of the Income Tax benefit from its use of an Acquired Companies shall carry back any item of loss, deduction or credit of the Business or MGI, or a carryback thereof, which arises in any taxable period beginning ending after the Closing Date to any taxable period ending on or after the Effective Date (or is attributable to the portion of the taxable period on or after the Effective Date for a Tax period that begins before the Effective and ends after the Effective Closing Date); provided, however, that if such use permanently prevents Chronimed from receiving a Tax benefit from its own loss, deduction, or credit carryback, MGI shall reimburse Chronimed for such payment to the extent of such lost Tax benefit at the time Chronimed would have received such benefit. Unless Chronimed otherwise agrees in writing, MGI agrees to elect under Section 172(b)(3) of the Code, and any corresponding state or foreign statutes, to relinquish any right to carryback net operating losses (in which event no payment is due from Chronimed to MGI). (i) If (xx) any adjustment is made to any Return where the adjustment relates to the Tax Liability of Chronimed or any of its Affiliates (including, prior to the Effective Date, MGI) for any period prior to the Effective Date or under Section 8.2(b) and there is a correlative offsetting adjustment to any Return applicable to the Business or MGI or any of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) or (yy) any adjustment is made to any Return where the adjustment relates to the Tax Liability of MGI or of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) and there is a correlative offsetting adjustment applicable to any Return of Chronimed or any of its Affiliates (including, prior to Effective Date, MGI), the party whose adjustment is favorable (i.e., the party to which there inures, directly or indirectly, a net Tax benefit as the result of any adjustment (MGI or Chronimed, as the case may be)) shall pay to the other party the amount of such net Tax benefit at such time or times as and to the extent that such benefit is realized through a refund of Tax or actual reduction in the amount of Taxes which would otherwise be paid if such adjustment had not been made; provided, however, that the party whose adjustment is favorable shall not be required to make a payment to the other party in excess of the amount (if any) of the net Tax detriment to such other party correlative to such net Tax benefit; provided, further, that if the party whose adjustment is favorable realizes a net Tax benefit prior to the time the other party realizes a net Tax determent, the party whose adjustment is favorable shall not be required to make any payments to the other party until such time or times as the net Tax detriment is actually realized by such other party. This subparagraph (i) shall apply whether the adjustment is a result of or in settlement of any audit, other administrative proceeding or judicial proceeding or the filing of an amended Return to reflect the consequences of any Determination made in connection with any such audit or proceeding or otherwise. This subparagraph (i) shall not be applicable to the extent that the party obligated to make a payment under this subparagraph is obligated under this Article VIII (aside from this subparagraph) to make a payment to the other party for the Tax detriment described in this subparagraph. (ii) If either MGI or Chronimed makes a payment to the other party pursuant to subparagraph (i) above, and (a) it is later determined by the applicable Taxing Authority that the party who made such payment is not entitled to the net Tax benefit which gave rise to such payment, then the party who received such payment shall promptly remit to the party who made such payment the amount of such payment that is attributable to the disallowed Tax benefit, or (b) if, as a result of a correlative adjustment, an attribute arising in a later period which would otherwise be able to be carried back to the taxable year or years in which the party making the payment thereunder realized a net Tax benefit (a "Displaced Carryback") cannot be utilized, the party receiving a payment pursuant to this subsection (d) will repay to the payer an amount sufficient to place the payer in the same position (ignoring for this purpose any potential carry forward of the Displaced Carryback) as it would have been if the correlative adjustment had not occurred, except that the payer shall subsequently return an amount up to such repayment when as and to the extent the payer actually receives a net Tax benefit from the Displaced Carryback. (iii) For purposes of determining whether a correlative adjustment described in this subsection (d) has a net Tax benefit, or detriment to the party affected, all effects of such adjustment, including without limitation, interest, penalties and additions to Tax required to be paid or received, any Tax imposed upon a refund or reduction in Tax and any Tax consequences occasioned by any payment made or to be made by one party to the other shall be taken into account. (iv) Each of Chronimed and MGI agrees that, unless the other company consents in writing, no amended Return shall be filed with a Taxing Authority (other than an amended Return to reflect the consequences of any Determination made in connection with any Tax Audit described in subparagraph 8.8(d)(i)) if the effect of the amended Return would be to produce a correlative Tax detriment to the company not filing the amended Return in the manner described in subparagraph 8.8

Refunds and Carrybacks. (a) Chronimed Xxxxxx shall be entitled to an amount equal to any refunds (including any interest paid thereon) or credits of Taxes of the Business Subsidiaries attributable to taxable periods ending (or deemed pursuant to Section 8.3(b) to end) at or before the Effective Date and attributable to Taxes allocated to Chronimed under Section 8.4. MGI shall be entitled to an amount equal to Closing Time, net of any refunds Tax liability imposed on any Buyer Indemnified Party as a result of the receipt of such refund or credits of Taxes attributable MGI or the Business for taxable periods beginning on or after the Effective Date (except for Taxes described in Sections 8.2(b), 8.3(b) and 8.6) and attributable to Taxes allocated to MGI under Section 8.4. Refunds of credits of Taxes described in Sections 8.2(b), 8.3(b), and 8.6 shall be allocated to Chronimed and MGI in proportion to the parties' liability hereunder for such Taxescredit. (b) MGI The Buyers and/or the Buyers’ Affiliates, as the case may be, shall promptly be entitled to any refunds (including any interest paid thereon) or credits of Taxes of the Business Subsidiaries attributable to taxable periods beginning (or deemed pursuant to Section 8.3(b) to begin) after the Closing Time, net of any Tax liability imposed on any Xxxxxx Indemnified Party as a result of the receipt of such refund or credit. (c) The Buyers shall forward to Chronimed or reimburse Chronimed Xxxxxx for any refunds (including any interest paid thereon) or credits due Chronimed (pursuant to the terms of this Article VIII) Xxxxxx after receipt thereof, and Chronimed Xxxxxx shall promptly forward to MGI the Buyers or reimburse MGI (pursuant to the terms of this Article VIII) Buyers for any refunds (including any interest paid thereon) or credits due MGI the Buyers after receipt thereof, in each case as adjusted pursuant to Sections 8.4(a) and (b) hereof. (cd) Chronimed agrees The Buyers and Xxxxxx agree that, with respect to pay to MGI any Tax, none of the Income Tax benefit from its use of an Business Subsidiaries shall carry back any item of loss, deduction or credit of the Business or MGI, or a carryback thereof, which arises in any taxable period beginning on or ending after the Effective Date (or is attributable Closing Time to the portion of the any taxable period on ending at or after the Effective Date for a Tax period that begins before the Effective and ends after the Effective Date); provided, however, that if such use permanently prevents Chronimed from receiving a Tax benefit from its own loss, deduction, or credit carryback, MGI shall reimburse Chronimed for such payment to the extent of such lost Tax benefit at the time Chronimed would have received such benefit. Unless Chronimed otherwise agrees in writing, MGI agrees to elect under Section 172(b)(3) of the Code, and any corresponding state or foreign statutes, to relinquish any right to carryback net operating losses (in which event no payment is due from Chronimed to MGI)Closing Time. (ie) If (xx) any adjustment is made to any Return where the adjustment relates Notwithstanding anything to the Tax Liability of Chronimed or contrary in this Agreement, neither Xxxxxx nor any of its Affiliates (including, prior shall have any liability to the Effective DateBuyer Indemnified Parties if any Tax attributes of the Business Subsidiaries (including net operating loss carryovers, MGIcapital loss carryovers, adjusted basis or credits) for any period prior to the Effective Date or under Section 8.2(b) and there is a correlative offsetting adjustment to any Return applicable are not available to the Business Subsidiaries, the Buyers, or MGI or any of its the Buyers’ Affiliates for any taxable period on or portion thereof ending after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) or (yy) any adjustment is made to any Return where the adjustment relates to the Tax Liability of MGI or of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) and there is a correlative offsetting adjustment applicable to any Return of Chronimed or any of its Affiliates (including, prior to Effective Date, MGI), the party whose adjustment is favorable (i.e., the party to which there inures, directly or indirectly, a net Tax benefit as the result of any adjustment (MGI or Chronimed, as the case may be)) shall pay to the other party the amount of such net Tax benefit at such time or times as and to the extent that such benefit is realized through a refund of Tax or actual reduction in the amount of Taxes which would otherwise be paid if such adjustment had not been made; provided, however, that the party whose adjustment is favorable shall not be required to make a payment to the other party in excess of the amount (if any) of the net Tax detriment to such other party correlative to such net Tax benefit; provided, further, that if the party whose adjustment is favorable realizes a net Tax benefit prior to the time the other party realizes a net Tax determent, the party whose adjustment is favorable shall not be required to make any payments to the other party until such time or times as the net Tax detriment is actually realized by such other party. This subparagraph (i) shall apply whether the adjustment is a result of or in settlement of any audit, other administrative proceeding or judicial proceeding or the filing of an amended Return to reflect the consequences of any Determination made in connection with any such audit or proceeding or otherwise. This subparagraph (i) shall not be applicable to the extent that the party obligated to make a payment under this subparagraph is obligated under this Article VIII (aside from this subparagraph) to make a payment to the other party for the Tax detriment described in this subparagraphClosing Time. (ii) If either MGI or Chronimed makes a payment to the other party pursuant to subparagraph (i) above, and (a) it is later determined by the applicable Taxing Authority that the party who made such payment is not entitled to the net Tax benefit which gave rise to such payment, then the party who received such payment shall promptly remit to the party who made such payment the amount of such payment that is attributable to the disallowed Tax benefit, or (b) if, as a result of a correlative adjustment, an attribute arising in a later period which would otherwise be able to be carried back to the taxable year or years in which the party making the payment thereunder realized a net Tax benefit (a "Displaced Carryback") cannot be utilized, the party receiving a payment pursuant to this subsection (d) will repay to the payer an amount sufficient to place the payer in the same position (ignoring for this purpose any potential carry forward of the Displaced Carryback) as it would have been if the correlative adjustment had not occurred, except that the payer shall subsequently return an amount up to such repayment when as and to the extent the payer actually receives a net Tax benefit from the Displaced Carryback. (iii) For purposes of determining whether a correlative adjustment described in this subsection (d) has a net Tax benefit, or detriment to the party affected, all effects of such adjustment, including without limitation, interest, penalties and additions to Tax required to be paid or received, any Tax imposed upon a refund or reduction in Tax and any Tax consequences occasioned by any payment made or to be made by one party to the other shall be taken into account. (iv) Each of Chronimed and MGI agrees that, unless the other company consents in writing, no amended Return shall be filed with a Taxing Authority (other than an amended Return to reflect the consequences of any Determination made in connection with any Tax Audit described in subparagraph 8.8(d)(i)) if the effect of the amended Return would be to produce a correlative Tax detriment to the company not filing the amended Return in the manner described in subparagraph 8.8

Refunds and Carrybacks. (ai) Chronimed Except as provided in (v) or (vi) below, Distributing shall be entitled to an amount equal to any refunds of Controlled Federal Income Tax and Controlled Combined Income Tax (including refunds paid by means of a credit against other or credits of Taxes attributable future Tax liabilities) arising with respect to taxable periods ending on or before the Effective Distribution Date and attributable to Taxes allocated to Chronimed under Section 8.4. MGI Controlled shall be entitled to an amount equal to any refunds of Income Tax of the Controlled Group (including refunds paid by means of a credit against other or credits of Taxes attributable MGI or the Business for future Tax liabilities) arising with respect to taxable periods beginning on or after the Effective Distribution Date. Distributing and Controlled agree to allocate such refunds (including refunds paid by means of a credit against other or future Tax liabilities) arising with respect to taxable periods that begin before and end after the Distribution Date (except for Taxes described in Sections 8.2(b)to whichever of Distributing, 8.3(b) and 8.6) and attributable Controlled, or both initially bore the items to Taxes allocated to MGI under Section 8.4. Refunds of credits of Taxes described in Sections 8.2(b), 8.3(b), and 8.6 shall be allocated to Chronimed and MGI in proportion to the parties' liability hereunder for which such Taxesrefund is attributable. (bii) MGI Except as provided in (v) below, Distributing shall be entitled to any refunds of Controlled Separate Income Tax (including refunds paid by means of a credit against other or future Tax liabilities) arising with respect to taxable periods ending on or before the Controlled Incorporation Date. Controlled shall be entitled to any refunds of Controlled Separate Income Tax paid by or on behalf of the Controlled Group (including refunds paid by means of a credit against other or future Tax liabilities) arising with respect to taxable periods beginning on or after the Controlled Incorporation Date. Distributing and Controlled agree to allocate such refunds (including refunds paid by means of a credit against other or future Tax liabilities) arising with respect to taxable periods that begin before and end after the Controlled Incorporation Date to whichever of Distributing, Controlled, or both initially bore the items to which such refund is attributable. (iii) Controlled shall be entitled to any refunds or credits of Other Controlled Tax (including refunds paid by means of a credit against other or future Tax liabilities). (iv) Controlled shall promptly forward to Chronimed Distributing or reimburse Chronimed Distributing for any refunds or credits due Chronimed Distributing (pursuant to the terms of this Article VIIISection 2.02(a)) after receipt thereofthereof (less any net Tax Detriment imposed with respect to such refunds or any interest paid with respect to such refunds), and Chronimed Distributing shall promptly forward to MGI Controlled or reimburse MGI Controlled for any refunds due Controlled (pursuant to the terms of this Article VIIISection 2.02(a)) for after receipt thereof (less any net Tax Detriment imposed with respect to such refunds or credits any interest paid with respect to such refunds). In the case of a refund received in the form of a credit against other or future Tax liabilities, reimbursement in respect of such refund shall be due MGI after receipt thereofin each case on the due date for payment of the Tax against which such refund has been credited. If (a) If Controlled reasonably so requests, Distributing, at Controlled's expense, shall file for and pursue any refund to which Controlled is entitled to under this Section 2.02(a). (cv) Chronimed Distributing agrees to pay to MGI that if the Income Tax benefit from its use of an Controlled Group carries back any item of loss, deduction or credit of the Business or MGI, or a carryback thereof, which arises in any taxable period beginning on or after the Effective Date (or Income Tax for which Controlled is attributable to the portion of the responsible, into any taxable period on or after the Effective Date Income Tax for a Tax period that begins before the Effective and ends after the Effective Date); providedwhich Distributing was responsible, however, that if such use permanently prevents Chronimed from receiving a Tax benefit from its own loss, deduction, or credit carryback, MGI then Controlled shall reimburse Chronimed for such payment to the extent of such lost Tax benefit at the time Chronimed would have received such benefit. Unless Chronimed otherwise agrees in writing, MGI agrees to elect under Section 172(b)(3) of the Code, and any corresponding state or foreign statutes, to relinquish any right to carryback net operating losses (in which event no payment is due from Chronimed to MGI). (i) If (xx) any adjustment is made be entitled to any Return where the adjustment relates to the Tax Liability of Chronimed Benefit or any of its Affiliates (including, prior to the Effective Date, MGI) for any period prior to the Effective Date or under Section 8.2(b) and there is a correlative offsetting adjustment to any Return applicable to the Business or MGI or any of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) or (yy) any adjustment is made to any Return where the adjustment relates to the Tax Liability of MGI or of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) and there is a correlative offsetting adjustment applicable to any Return of Chronimed or any of its Affiliates (including, prior to Effective Date, MGI), the party whose adjustment is favorable (i.e., the party to which there inures, directly or indirectly, a net Tax benefit as the result of any adjustment (MGI or Chronimed, as the case may be)) shall pay to the other party the amount of such net Tax benefit at such time or times as and to the extent that such benefit is realized through a refund of Tax or actual reduction in the amount of Taxes which would otherwise be paid if such adjustment had not been made; provided, however, that the party whose adjustment is favorable shall not be required to make a payment to the other party in excess of the amount (if any) of the net Tax detriment to such other party correlative to such net Tax benefit; provided, further, that if the party whose adjustment is favorable realizes a net Tax benefit prior to the time the other party realizes a net Tax determent, the party whose adjustment is favorable shall not be required to make any payments to the other party until such time or times as the net Tax detriment is actually realized by such other party. This subparagraph (i) shall apply whether the adjustment is a result of or in settlement of any audit, other administrative proceeding or judicial proceeding or the filing of an amended Return to reflect the consequences of any Determination made in connection with any such audit or proceeding or otherwise. This subparagraph (i) shall not be applicable to the extent that the party obligated to make a payment under this subparagraph is obligated under this Article VIII (aside from this subparagraph) to make a payment to the other party for the Tax detriment described in this subparagraph. (ii) If either MGI or Chronimed makes a payment to the other party pursuant to subparagraph (i) above, and (a) it is later determined by the applicable Taxing Authority that the party who made such payment is not entitled to the net Tax benefit which gave rise to such payment, then the party who received such payment shall promptly remit to the party who made such payment the amount of such payment that is attributable to the disallowed Tax benefit, or (b) if, as a result of a correlative adjustment, an attribute arising in a later period which would otherwise be able to be carried back to the taxable year or years in which the party making the payment thereunder realized a net Tax benefit (a "Displaced Carryback") cannot be utilized, the party receiving a payment pursuant to this subsection (d) will repay to the payer an amount sufficient to place the payer in the same position (ignoring for this purpose any potential carry forward of the Displaced Carryback) as it would have been if the correlative adjustment had not occurred, except that the payer shall subsequently return an amount up to such repayment when as and to the extent the payer actually receives a net Tax benefit from the Displaced Carrybackcarryback. (iiivi) For purposes of determining whether a correlative adjustment described Notwithstanding anything to the contrary in this subsection (d) has a net Tax benefitSection 2.02, or detriment to the party affectedDistributing shall not be entitled to, all effects of such adjustment, including without limitation, interest, penalties and additions to Tax required to Controlled shall be paid or receivedentitled to, any refunds or credits with respect to Income Tax imposed upon a refund or reduction in Tax and any Tax consequences occasioned by any payment made or to be made by one party to the other shall be taken into accountfor which Controlled was liable under Section 2.01(g). (iv) Each of Chronimed and MGI agrees that, unless the other company consents in writing, no amended Return shall be filed with a Taxing Authority (other than an amended Return to reflect the consequences of any Determination made in connection with any Tax Audit described in subparagraph 8.8(d)(i)) if the effect of the amended Return would be to produce a correlative Tax detriment to the company not filing the amended Return in the manner described in subparagraph 8.8

Refunds and Carrybacks. (a) Chronimed Except as provided for in paragraph (b) below and except to the extent shown as an asset (or liability reduction) on the Closing Statement, if Buyer receives a credit with respect to, or refund of, any Tax for which Sellers are liable under this Agreement, Buyer shall be entitled pay over to an Sellers the amount equal to of such refund or credit within 30 days after receipt or entitlement thereto. If any refunds refund or credits credit of Taxes attributable for which a payment has been made to taxable periods ending before Sellers by Buyer is subsequently reduced or disallowed, Sellers shall jointly and severally indemnify, defend and hold harmless Buyer for any Tax assessed against Sellers by reason of the Effective Date and attributable to Taxes allocated to Chronimed under Section 8.4. MGI shall be entitled to an amount equal to any refunds reduction or credits of Taxes attributable MGI or the Business for taxable periods beginning on or after the Effective Date (except for Taxes described in Sections 8.2(b), 8.3(b) and 8.6) and attributable to Taxes allocated to MGI under Section 8.4. Refunds of credits of Taxes described in Sections 8.2(b), 8.3(b), and 8.6 shall be allocated to Chronimed and MGI in proportion to the parties' liability hereunder for such Taxesdisallowance. (b) MGI If Sellers become entitled to a credit with respect to, or refund of, Taxes for which they are liable under Section 8.1(a), and such refund or credit is attributable to the carryback of losses, credits or similar items from a taxable year or period that begins after the Closing Date and is attributable to the Companies, Sellers shall promptly forward pay to Chronimed Buyer the amount of such refund or reimburse Chronimed credit within 30 days after receipt or entitlement thereto. If Buyer or any Company becomes entitled to a credit with respect to, or refund of, Taxes for which Sellers are liable under Section 8.1(a) and such refund or credit is attributable to the carryback of losses, credits or similar items from a taxable year or period that begins after the Closing Date and is attributable to the Companies, Sellers shall not be entitled to the amount of such refund or credit. If any refund or credit of Taxes for which a payment has been made to Buyer by Sellers is subsequently reduced or disallowed, Buyer shall indemnify, defend and hold harmless Sellers for any refunds Tax assessed against Sellers by reason of the reduction or credits due Chronimed (pursuant to the terms of this Article VIII) after receipt thereof, and Chronimed shall promptly forward to MGI or reimburse MGI (pursuant to the terms of this Article VIII) for any refunds or credits due MGI after receipt thereofdisallowance. (c) Chronimed agrees to pay to MGI the Income Tax benefit from its use of an item of loss, deduction or credit of the Business or MGI, or a carryback thereof, which arises in any taxable period beginning on or after the Effective Date (or is attributable to the portion of the taxable period on or after the Effective Date for a Tax period that begins before the Effective and ends after the Effective Date); provided, however, that if such use permanently prevents Chronimed from receiving a Tax benefit from its own loss, deduction, or credit carryback, MGI shall reimburse Chronimed for such payment to the extent of such lost Tax benefit at the time Chronimed would have received such benefit. Unless Chronimed otherwise agrees in writing, MGI agrees to elect under Section 172(b)(3) of the Code, and any corresponding state or foreign statutes, to relinquish any right to carryback net operating losses (in which event no payment is due from Chronimed to MGI). (i) If (xx) any adjustment is made to any Return where the adjustment relates to the Tax Liability of Chronimed or any of its Affiliates (including, prior to the Effective Date, MGI) for any period prior to the Effective Date or under Section 8.2(b) and there is a correlative offsetting adjustment to any Return applicable to the Business or MGI or any of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) or (yy) any adjustment is made to any Return where the adjustment relates to the Tax Liability of MGI or of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) and there is a correlative offsetting adjustment applicable to any Return of Chronimed or any of its Affiliates (including, prior to Effective Date, MGI), the party whose adjustment is favorable (i.e., the party to which there inures, directly or indirectly, a net Tax benefit as the result of any adjustment (MGI or Chronimed, as the case may be)) shall pay to the other party the amount of such net Tax benefit at such time or times as and to the extent that such benefit is realized through a refund of Tax or actual reduction in the amount of Taxes which would otherwise be paid if such adjustment had not been made; provided, however, that the party whose adjustment is favorable shall not be required to make a payment to the other party in excess of the amount (if any) of the net Tax detriment to such other party correlative to such net Tax benefit; provided, further, that if the party whose adjustment is favorable realizes a net Tax benefit prior to the time the other party realizes a net Tax determent, the party whose adjustment is favorable shall not be required to make any payments to the other party until such time or times as the net Tax detriment is actually realized by such other party. This subparagraph (i) shall apply whether the adjustment is a result of or in settlement of any audit, other administrative proceeding or judicial proceeding or the filing of an amended Return to reflect the consequences of any Determination made in connection with any such audit or proceeding or otherwise. This subparagraph (i) shall not be applicable to the extent that the party obligated to make a payment under this subparagraph is obligated under this Article VIII (aside from this subparagraph) to make a payment to the other party for the Tax detriment described in this subparagraph. (ii) If either MGI or Chronimed makes a payment to the other party pursuant to subparagraph (i) above, and (a) it is later determined by the applicable Taxing Authority that the party who made such payment is not entitled to the net Tax benefit which gave rise to such payment, then the party who received such payment shall promptly remit to the party who made such payment the amount of such payment that is attributable to the disallowed Tax benefit, or (b) if, as a result of a correlative adjustment, an attribute arising in a later period which would otherwise be able to be carried back to the taxable year or years in which the party making the payment thereunder realized a net Tax benefit (a "Displaced Carryback") cannot be utilized, the party receiving a payment pursuant to this subsection (d) will repay to the payer an amount sufficient to place the payer in the same position (ignoring for this purpose any potential carry forward of the Displaced Carryback) as it would have been if the correlative adjustment had not occurred, except that the payer shall subsequently return an amount up to such repayment when as and to the extent the payer actually receives a net Tax benefit from the Displaced Carryback. (iii) For purposes of determining whether a correlative adjustment described in this subsection (d) has a net Section 8.2(c), Tax benefit, or detriment to refunds shall include any interest that is paid as part of the party affected, all effects payment of such adjustmentrefunds, including without limitation, interest, penalties and additions to Tax required to be paid or received, any Tax imposed upon a refund or reduction in Tax and any Tax consequences occasioned reduced by any payment made or to be made by one party to the other shall be taken into account. (iv) Each of Chronimed and MGI agrees that, unless the other company consents in writing, no amended Return shall be filed with a Taxing Authority (other than an amended Return to reflect the consequences of any Determination made in connection with any Tax Audit described in subparagraph 8.8(d)(i)) if the effect of the amended Return would be to produce a correlative Tax detriment to the company not filing the amended Return increase in the manner described in subparagraph 8.8original payee’s federal, state, local, foreign or other Taxes payable attributable to such interest after taking into account any offsetting deductions or credits.

Refunds and Carrybacks. (a) Chronimed Except as provided in ---------------------- Section 4.2(d), the Owners shall be entitled to an amount equal to any refunds or credits of Taxes attributable paid by or on behalf of the Companies (including refunds paid by means of a credit against other or future Tax liabilities) arising or accruing with respect to, or relating to, items in Pre-Closing Tax Periods or that portion of any Straddle Period ending at the Adjustment Time, to taxable periods ending before the Effective Date and attributable to Taxes allocated to Chronimed under extent in excess of the amount shown, if any, as a Current Asset on the Accountants' Net Determination or a Final Net Determination, as the case may be. Except as provided in Section 8.4. MGI 4.2(d), Mallinckrodt shall be entitled to an amount equal to any refunds or credits of Taxes attributable MGI paid by or on behalf of F&F (including refunds paid by means of a credit against other or future Tax liabilities) arising or accruing with respect to, or relating to, items in Pre-Closing Tax Periods or that portion of any Straddle Period ending at the Business for taxable periods beginning on or after the Effective Date (except for Taxes described in Sections 8.2(b), 8.3(b) and 8.6) and attributable to Taxes allocated to MGI under Section 8.4. Refunds of credits of Taxes described in Sections 8.2(b), 8.3(b), and 8.6 shall be allocated to Chronimed and MGI in proportion to the parties' liability hereunder for such TaxesAdjustment Time. (b) MGI The Interested Persons shall promptly be entitled to all other refunds of Taxes paid by or on behalf of F&F and the Companies (including refunds paid by means of a credit against other or future Tax liabilities). (c) The Interested Persons shall cause F&F and the Companies to forward to Chronimed Owners or to reimburse Chronimed Owners for any refunds or credits due Chronimed the Owners (pursuant to the terms of this Article VIIISection 4.2) within fifteen days after receipt thereof, and Chronimed the Owners shall promptly forward to MGI the Interested Persons or reimburse MGI the Interested Persons for any refunds due the Interested Persons (pursuant to the terms of this Article VIIISection 4.2) for any refunds or credits due MGI within fifteen days after receipt thereof. In the case of a refund received in the form of a credit against other or future Tax liabilities, reimbursement in respect of such refund shall be due in each case on the due date for payment of the Taxes against which such refund has been credited. (cd) Chronimed agrees to pay to MGI The Owners agree that if F&F or any of the Income Tax benefit from its use of an Companies carries back any item of loss, deduction or credit of the Business or MGI, or a carryback thereof, which that arises in any Post-Closing Tax Period (a "Subsequent Loss") into any taxable period beginning on before the Closing Date, then the Interested Persons shall be entitled to receive from the Owners a payment in an amount equal to any Tax benefit or refund of Taxes received by the Owners as a result thereof within fifteen days after the Effective Date (or is attributable to the portion of the taxable period on or after the Effective Date for a Tax period that begins before the Effective and ends after the Effective Date); provided, however, that if such use permanently prevents Chronimed from receiving a Tax benefit from its own loss, deduction, or credit carryback, MGI shall reimburse Chronimed for such payment to the extent receipt of such lost Tax benefit at the time Chronimed would have received or such benefit. Unless Chronimed otherwise agrees in writing, MGI agrees to elect under Section 172(b)(3) of the Code, and any corresponding state or foreign statutes, to relinquish any right to carryback net operating losses (in which event no payment is due from Chronimed to MGI)refund. (ie) If (xx) any adjustment is made to any Return where the adjustment relates References to the Tax Liability of Chronimed or any of its Affiliates Companies in subsections (includingb), prior to the Effective Date, MGI) for any period prior to the Effective Date or under Section 8.2(b(c) and there is a correlative offsetting adjustment to any Return applicable to the Business or MGI or any of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) or (yy) any adjustment is made to any Return where the adjustment relates to the Tax Liability of MGI or of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) and there is a correlative offsetting adjustment applicable to any Return of Chronimed or any of its Affiliates (including, prior to Effective Date, MGI), the party whose adjustment is favorable (i.e., the party to which there inures, directly or indirectly, a net Tax benefit as the result of any adjustment (MGI or Chronimed, as the case may be)) shall pay to the other party the amount of such net Tax benefit at such time or times as and to the extent that such benefit is realized through a refund of Tax or actual reduction in the amount of Taxes which would otherwise be paid if such adjustment had not been made; provided, however, that the party whose adjustment is favorable shall not be required to make a payment to the other party in excess of the amount (if any) of the net Tax detriment to such other party correlative to such net Tax benefit; provided, further, that if the party whose adjustment is favorable realizes a net Tax benefit prior to the time the other party realizes a net Tax determent, the party whose adjustment is favorable shall not be required to make any payments to the other party until such time or times as the net Tax detriment is actually realized by such other party. This subparagraph (i) shall apply whether the adjustment is a result of or in settlement of any audit, other administrative proceeding or judicial proceeding or the filing of an amended Return to reflect the consequences of any Determination made in connection with any such audit or proceeding or otherwise. This subparagraph (i) shall not be applicable to the extent that the party obligated to make a payment under this subparagraph is obligated under this Article VIII (aside from this subparagraph) to make a payment to the other party for the Tax detriment described in this subparagraph. (ii) If either MGI or Chronimed makes a payment to the other party pursuant to subparagraph (i) above, and (a) it is later determined by the applicable Taxing Authority that the party who made such payment is not entitled to the net Tax benefit which gave rise to such payment, then the party who received such payment shall promptly remit to the party who made such payment the amount of such payment that is attributable to the disallowed Tax benefit, or (b) if, as a result of a correlative adjustment, an attribute arising in a later period which would otherwise be able to be carried back to the taxable year or years in which the party making the payment thereunder realized a net Tax benefit (a "Displaced Carryback") cannot be utilized, the party receiving a payment pursuant to this subsection (d) will repay to the payer an amount sufficient to place the payer in the same position (ignoring for of this purpose any potential carry forward of the Displaced Carryback) as it would have been if the correlative adjustment had Section 4.2 shall not occurred, except that the payer shall subsequently return an amount up to such repayment when as and to the extent the payer actually receives a net Tax benefit from the Displaced Carrybackinclude Tastemaker. (iii) For purposes of determining whether a correlative adjustment described in this subsection (d) has a net Tax benefit, or detriment to the party affected, all effects of such adjustment, including without limitation, interest, penalties and additions to Tax required to be paid or received, any Tax imposed upon a refund or reduction in Tax and any Tax consequences occasioned by any payment made or to be made by one party to the other shall be taken into account. (iv) Each of Chronimed and MGI agrees that, unless the other company consents in writing, no amended Return shall be filed with a Taxing Authority (other than an amended Return to reflect the consequences of any Determination made in connection with any Tax Audit described in subparagraph 8.8(d)(i)) if the effect of the amended Return would be to produce a correlative Tax detriment to the company not filing the amended Return in the manner described in subparagraph 8.8

Refunds and Carrybacks. (a) Chronimed Seller shall be entitled to an amount equal to any refunds (including any interest paid thereon) or credits of Taxes attributable to taxable periods ending (or deemed pursuant to Section 8.4(b) to end) on or before the Effective Date and attributable Closing Date. Buyer shall promptly notify Seller in writing of any Tax refund(s) received by or payable to Taxes allocated to Chronimed under Section 8.4. MGI the Company after the Closing in respect of periods before or including the Closing Date. (b) Buyer, the Company and/or their Affiliates, as the case may be, shall be entitled to an amount equal to any refunds (including any interest paid thereon) or credits of Taxes attributable MGI or the Business for to taxable periods beginning on (or deemed pursuant to Section 8.4(b) to begin) after the Effective Date (except for Taxes described in Sections 8.2(b), 8.3(b) and 8.6) and attributable to Taxes allocated to MGI under Section 8.4. Refunds of credits of Taxes described in Sections 8.2(b), 8.3(b), and 8.6 shall be allocated to Chronimed and MGI in proportion to the parties' liability hereunder for such TaxesClosing Date. (bc) MGI Buyer shall, or shall cause the Company promptly to, forward to Chronimed or reimburse Chronimed Seller for any refunds (including any interest paid thereon) or credits due Chronimed Seller (pursuant to the terms of this Article VIIIAgreement) after receipt thereof, and Chronimed Parent and Seller shall promptly forward to MGI Buyer or the Company or reimburse MGI (pursuant to Buyer or the terms of this Article VIII) Company for any refunds (including any interest paid thereon) or credits due MGI Buyer or the Company after receipt thereof. (cd) Chronimed agrees Buyer, Parent and Seller agree that the Company shall not carry back in respect to pay to MGI the Income any consolidated, combined or unitary Tax benefit from its use of an Return any item of loss, deduction or credit of the Business or MGI, or a carryback thereof, which arises in any taxable period beginning ending after the Closing Date to any taxable period ending on or after the Effective Date (or is attributable to the portion of the taxable period on or after the Effective Date for a Tax period that begins before the Effective and ends after the Effective Closing Date); provided, however, that if such use permanently prevents Chronimed from receiving a Tax benefit from its own loss, deduction, or credit carryback, MGI shall reimburse Chronimed for such payment to the extent of such lost Tax benefit at the time Chronimed would have received such benefit. Unless Chronimed otherwise agrees in writing, MGI agrees to elect under Section 172(b)(3) of the Code, and any corresponding state or foreign statutes, to relinquish any right to carryback net operating losses (in which event no payment is due from Chronimed to MGI). (ie) If (xx) any adjustment is made to any Return where the adjustment relates to the Tax Liability of Chronimed or Neither Parent nor Seller nor any of its their respective Affiliates (including, prior will elect to the Effective Date, MGI) for retain any period prior to the Effective Date or under Section 8.2(b) and there is a correlative offsetting adjustment to any Return applicable to the Business or MGI or any of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) or (yy) any adjustment is made to any Return where the adjustment relates to the Tax Liability of MGI or of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) and there is a correlative offsetting adjustment applicable to any Return of Chronimed or any of its Affiliates (including, prior to Effective Date, MGI), the party whose adjustment is favorable (i.e., the party to which there inures, directly or indirectly, a net Tax benefit as the result of any adjustment (MGI or Chronimed, as the case may be)) shall pay to the other party the amount of such net Tax benefit at such time or times as and to the extent that such benefit is realized through a refund of Tax or actual reduction in the amount of Taxes which would otherwise be paid if such adjustment had not been made; provided, however, that the party whose adjustment is favorable shall not be required to make a payment to the other party in excess operating loss carryovers of the amount (if any) of the net Tax detriment to such other party correlative to such net Tax benefit; provided, further, that if the party whose adjustment is favorable realizes a net Tax benefit prior to the time the other party realizes a net Tax determent, the party whose adjustment is favorable shall not be required to make any payments to the other party until such time or times as the net Tax detriment is actually realized by such other party. This subparagraph (i) shall apply whether the adjustment is a result of or in settlement of any audit, other administrative proceeding or judicial proceeding or the filing of an amended Return to reflect the consequences of any Determination made in connection with any such audit or proceeding or otherwise. This subparagraph (i) shall not be applicable to the extent that the party obligated to make a payment Company under this subparagraph is obligated under this Article VIII (aside from this subparagraph) to make a payment to the other party for the Tax detriment described in this subparagraphRegulation Section 1502-20(g). (ii) If either MGI or Chronimed makes a payment to the other party pursuant to subparagraph (i) above, and (a) it is later determined by the applicable Taxing Authority that the party who made such payment is not entitled to the net Tax benefit which gave rise to such payment, then the party who received such payment shall promptly remit to the party who made such payment the amount of such payment that is attributable to the disallowed Tax benefit, or (b) if, as a result of a correlative adjustment, an attribute arising in a later period which would otherwise be able to be carried back to the taxable year or years in which the party making the payment thereunder realized a net Tax benefit (a "Displaced Carryback") cannot be utilized, the party receiving a payment pursuant to this subsection (d) will repay to the payer an amount sufficient to place the payer in the same position (ignoring for this purpose any potential carry forward of the Displaced Carryback) as it would have been if the correlative adjustment had not occurred, except that the payer shall subsequently return an amount up to such repayment when as and to the extent the payer actually receives a net Tax benefit from the Displaced Carryback. (iii) For purposes of determining whether a correlative adjustment described in this subsection (d) has a net Tax benefit, or detriment to the party affected, all effects of such adjustment, including without limitation, interest, penalties and additions to Tax required to be paid or received, any Tax imposed upon a refund or reduction in Tax and any Tax consequences occasioned by any payment made or to be made by one party to the other shall be taken into account. (iv) Each of Chronimed and MGI agrees that, unless the other company consents in writing, no amended Return shall be filed with a Taxing Authority (other than an amended Return to reflect the consequences of any Determination made in connection with any Tax Audit described in subparagraph 8.8(d)(i)) if the effect of the amended Return would be to produce a correlative Tax detriment to the company not filing the amended Return in the manner described in subparagraph 8.8

Refunds and Carrybacks. (a) Chronimed Genmar shall be entitled to an amount equal to any refunds or credits of Taxes attributable to taxable periods ending on or before the Effective Date and attributable to Taxes allocated to Chronimed under Section 8.4. MGI Distribution Date. (b) Hatteras shall be entitled to an amount equal to any refunds or credits of Taxes with respect to Hatteras attributable MGI or the Business for to taxable periods beginning on or after the Effective Date (except for Taxes described in Sections 8.2(b), 8.3(b) and 8.6) and attributable to Taxes allocated to MGI under Section 8.4. Refunds of credits of Taxes described in Sections 8.2(b), 8.3(b), and 8.6 shall be allocated to Chronimed and MGI in proportion to the parties' liability hereunder for such TaxesDistribution Date. (bc) MGI Hatteras shall promptly forward to Chronimed Genmar or reimburse Chronimed Genmar for any refunds or credits due Chronimed Genmar (pursuant to the terms of this Article VIIIX) after receipt thereof, and Chronimed Genmar shall promptly forward to MGI or reimburse MGI Hatteras (pursuant to the terms of this Article VIIIX) or reimburse Hatteras for any refunds or credits due MGI Hatteras after receipt thereof. (cd) Chronimed Hatteras agrees that with respect to pay any Tax, Hatteras shall not have the right to MGI the Income Tax benefit from its use of an carry back any item of or loss, deduction or credit of the Business or MGI, or a carryback thereof, which arises in any taxable period beginning ending after the Distribution Date ("SUBSEQUENT LOSS") into any taxable period ending on or after before the Effective Date (or Distribution Date. Notwithstanding the foregoing sentence, if a Subsequent Loss with respect to any Tax is attributable to the portion of the carried back into any taxable period ending on or after the Effective Date for a Tax period that begins before the Effective and ends after the Effective Distribution Date); provided, however, that if such use permanently prevents Chronimed from receiving a Tax benefit from its own loss, deduction, Genmar shall be entitled to any refund or credit carryback, MGI shall reimburse Chronimed for such payment to the extent of such lost Tax benefit at the time Chronimed would have received such benefit. Unless Chronimed otherwise agrees in writing, MGI agrees to elect under Section 172(b)(3) of the Code, and any corresponding state or foreign statutes, to relinquish any right to carryback net operating losses (in which event no payment is due from Chronimed to MGI)Taxes realized by Hatteras as a result thereof. (i) If (xx) any adjustment is made to any Return where the adjustment relates relating to the Tax Liability of Chronimed Genmar or any of its Affiliates (including, including the Hatteras Yachts Division) for any taxable period (or portion thereof) ending on or prior to the Effective Date, MGI) for any period prior to the Effective Distribution Date or under Section 8.2(b) and there (whether such adjustment is a correlative offsetting result of or in settlement of any audit, other administrative proceeding or judicial proceeding or the filing of an amended return to reflect the consequences of any determination made in connection with any such audit or proceeding or otherwise) the benefit or detriment of such adjustment shall accrue to or be incurred by, as applicable, Genmar. (ii) If any adjustment is made to any Return applicable relating to the Business or MGI Hatteras or any of its Affiliates for any taxable period on (or portion thereof) ending after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) or (yy) any adjustment is made to any Return where the adjustment relates to the Tax Liability of MGI or of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) and there is a correlative offsetting adjustment applicable to any Return of Chronimed or any of its Affiliates (including, prior to Effective Date, MGI), the party whose adjustment is favorable (i.e., the party to which there inures, directly or indirectly, a net Tax benefit whether as the result of any adjustment (MGI or Chronimed, as the case may be)) shall pay to the other party the amount of such net Tax benefit at such time or times as and to the extent that such benefit is realized through a refund of Tax or actual reduction in the amount of Taxes which would otherwise be paid if such adjustment had not been made; provided, however, that the party whose adjustment is favorable shall not be required to make a payment to the other party in excess of the amount (if any) of the net Tax detriment to such other party correlative to such net Tax benefit; provided, further, that if the party whose adjustment is favorable realizes a net Tax benefit prior to the time the other party realizes a net Tax determent, the party whose adjustment is favorable shall not be required to make any payments to the other party until such time or times as the net Tax detriment is actually realized by such other party. This subparagraph (i) shall apply whether the adjustment is a result of or in settlement of any audit, other administrative proceeding or judicial proceeding or the filing of an amended Return to reflect the consequences of any Determination determination made in connection with any such audit or proceeding or otherwise. This subparagraph (i) shall not be applicable to the extent that the party obligated to make a payment under this subparagraph is obligated under this Article VIII (aside from this subparagraph) to make a payment to the other party for the Tax benefit or detriment described in this subparagraph. (ii) If either MGI or Chronimed makes a payment to the other party pursuant to subparagraph (i) above, and (a) it is later determined by the applicable Taxing Authority that the party who made such payment is not entitled to the net Tax benefit which gave rise to such payment, then the party who received such payment shall promptly remit to the party who made such payment the amount of such payment that is attributable adjustment shall accrue to the disallowed Tax benefit, or (b) ifbe incurred by, as a result of a correlative adjustmentapplicable, an attribute arising in a later period which would otherwise be able to be carried back to the taxable year or years in which the party making the payment thereunder realized a net Tax benefit (a "Displaced Carryback") cannot be utilized, the party receiving a payment pursuant to this subsection (d) will repay to the payer an amount sufficient to place the payer in the same position (ignoring for this purpose any potential carry forward of the Displaced Carryback) as it would have been if the correlative adjustment had not occurred, except that the payer shall subsequently return an amount up to such repayment when as and to the extent the payer actually receives a net Tax benefit from the Displaced CarrybackHatteras. (iii) For purposes of determining whether a correlative adjustment described in this subsection (d) has a net Tax benefit, or detriment to the party affected, all effects of such adjustment, including without limitation, interest, penalties and additions to Tax required to be paid or received, any Tax imposed upon a refund or reduction in Tax and any Tax consequences occasioned by any payment made or to be made by one party to the other shall be taken into account. (iv) Each of Chronimed and MGI agrees that, unless the other company consents in writing, no amended Return shall be filed with a Taxing Authority (other than an amended Return to reflect the consequences of any Determination made in connection with any Tax Audit described in subparagraph 8.8(d)(i)) if the effect of the amended Return would be to produce a correlative Tax detriment to the company not filing the amended Return in the manner described in subparagraph 8.8

Refunds and Carrybacks. (a) Chronimed Seller shall be entitled to an amount equal to any refunds or credits of Income Taxes attributable to or arising in taxable periods ending on or before the Effective Closing Date and attributable to Taxes allocated to Chronimed for which it has liability under Section 8.4. MGI this Article VII. (b) Buyer, the Company or the Subsidiaries as the case may be, shall be entitled to an amount equal to any refunds or credits of Income Taxes attributable MGI to or the Business for arising in taxable periods beginning on or after the Effective Date (except for Taxes described in Sections 8.2(b), 8.3(b) and 8.6) and attributable to Taxes allocated to MGI under Section 8.4. Refunds of credits of Taxes described in Sections 8.2(b), 8.3(b), and 8.6 shall be allocated to Chronimed and MGI in proportion to the parties' liability hereunder for such Taxes. (b) MGI shall promptly forward to Chronimed or reimburse Chronimed for any refunds or credits due Chronimed (pursuant to the terms of this Article VIII) after receipt thereof, and Chronimed shall promptly forward to MGI or reimburse MGI (pursuant to the terms of this Article VIII) for any refunds or credits due MGI after receipt thereofClosing Date. (c) Chronimed agrees Seller shall be entitled to pay any refunds or credits of Other Taxes for which Seller is liable pursuant to MGI Section 7.2(b). Buyer, the Income Tax benefit from its use Company or the Subsidiaries as the case may be, shall be entitled to any refunds or credits of an item of loss, deduction Other Taxes not referred to in the preceding sentence attributable to or credit of the Business or MGI, or a carryback thereof, which arises arising in any taxable period (whether beginning on before or after the Effective Date (or is attributable to the portion of the taxable period on or after the Effective Date for a Tax period that begins before the Effective and ends after the Effective Closing Date); provided, however, that if such use permanently prevents Chronimed from receiving a Tax benefit from its own loss, deduction, or credit carryback, MGI shall reimburse Chronimed for such payment to the extent of such lost Tax benefit at the time Chronimed would have received such benefit. Unless Chronimed otherwise agrees in writing, MGI agrees to elect under Section 172(b)(3) of the Code, and any corresponding state or foreign statutes, to relinquish any right to carryback net operating losses (in which event no payment is due from Chronimed to MGI). (id) If (xx) any adjustment is made to any Return where the adjustment relates to the Tax Liability of Chronimed or any of its Affiliates (including, prior to the Effective Date, MGI) for any period prior to the Effective Date or under Section 8.2(b) and there is a correlative offsetting adjustment to any Return applicable to the Business or MGI or any of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) or (yy) any adjustment is made to any Return where the adjustment relates to the Tax Liability of MGI or of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the period beginning on the Effective Date and ending on the Distribution Date but only with respect to the Tax liability allocated to MGI under Section 8.4 hereof) and there is a correlative offsetting adjustment applicable to any Return of Chronimed or any of its Affiliates (including, prior to Effective Date, MGI), the Each party whose adjustment is favorable (i.e., the party to which there inures, directly or indirectly, a net Tax benefit agrees that if as the result of any audit adjustment (MGI made by any taxing authority against it with respect to a taxable period ending on or Chronimedprior to the Closing Date, as such party or any of its affiliates, receives a Tax Benefit, then the case may be)) party receiving such Tax Benefit shall pay to the other party the amount of such net Tax benefit at Benefit within 15 days of filing the Return in which such time Tax Benefit is realized or times as utilized.. (e) Buyer shall cause the Company, the Subsidiaries and the Affiliates promptly to forward to Seller or to reimburse Seller for any refunds or credits due Seller (pursuant to the extent that such benefit is realized through a refund terms of Tax or actual reduction in the amount of Taxes which would otherwise be paid if such adjustment had not been made; providedthis Article VII) after receipt thereof, however, that the party whose adjustment is favorable and Seller shall not be required promptly forward to make a payment Buyer (pursuant to the other party in excess terms of the amount (if any) of the net Tax detriment to such other party correlative to such net Tax benefit; provided, further, that if the party whose adjustment is favorable realizes a net Tax benefit prior to the time the other party realizes a net Tax determent, the party whose adjustment is favorable shall not be required to make any payments to the other party until such time or times as the net Tax detriment is actually realized by such other party. This subparagraph (i) shall apply whether the adjustment is a result of or in settlement of any audit, other administrative proceeding or judicial proceeding or the filing of an amended Return to reflect the consequences of any Determination made in connection with any such audit or proceeding or otherwise. This subparagraph (i) shall not be applicable to the extent that the party obligated to make a payment under this subparagraph is obligated under this Article VIII (aside from this subparagraphVII) to make a payment to the other party or reimburse Buyer for the Tax detriment described in this subparagraphany refunds or credits due Buyer after receipt thereof. (iif) Buyer, the Company and the Subsidiaries agree that, with respect to any Income Tax, neither the Company nor the Subsidiaries shall carry back any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date ("SUBSEQUENT LOSS") into any taxable period ending on or before the Closing Date. If either MGI a Subsequent Loss with respect to any Income Tax is carried back into any taxable period ending on or Chronimed makes a payment to before the other party pursuant to subparagraph (i) aboveClosing Date, and (a) it is later determined by the applicable Taxing Authority that the party who made such payment is not Seller shall be entitled to the net Tax benefit which gave rise to such payment, then the party who received such payment shall promptly remit to the party who made such payment the amount any refund or credit of such payment that is attributable to the disallowed Tax benefit, or (b) if, Taxes realized as a result of a correlative adjustment, an attribute arising in a later period which would otherwise be able to be carried back to the taxable year or years in which the party making the payment thereunder realized a net Tax benefit (a "Displaced Carryback") cannot be utilized, the party receiving a payment pursuant to this subsection (d) will repay to the payer an amount sufficient to place the payer in the same position (ignoring for this purpose any potential carry forward of the Displaced Carryback) as it would have been if the correlative adjustment had not occurred, except that the payer shall subsequently return an amount up to such repayment when as and to the extent the payer actually receives a net Tax benefit from the Displaced Carrybackthereof. (iiig) For purposes If any Subsidiary carries back any Subsequent Loss with respect to any foreign Tax into any taxable period ending on or before the Closing Date, Buyer shall hold Seller harmless from and against any increase in United States federal Income Taxes, after using any available excess foreign tax credits of determining whether a correlative adjustment described in this subsection (d) has a net Tax benefitSeller, or detriment to the party affected, all effects of resulting from such adjustment, including without limitation, interest, penalties and additions to Tax required to be paid or received, any Tax imposed upon a refund or reduction in Tax and any Tax consequences occasioned by any payment made or to be made by one party to the other shall be taken into accountcarryback. (iv) Each of Chronimed and MGI agrees that, unless the other company consents in writing, no amended Return shall be filed with a Taxing Authority (other than an amended Return to reflect the consequences of any Determination made in connection with any Tax Audit described in subparagraph 8.8(d)(i)) if the effect of the amended Return would be to produce a correlative Tax detriment to the company not filing the amended Return in the manner described in subparagraph 8.8