Allocation. The Parties agree that the Purchase Price (as adjusted herein), as increased by the liabilities of the Companies as of the Closing Date (to the extent properly taken into account pursuant to the provisions of Section 1060 of the Code, and any other items constituting consideration (to the extent known at such time) for applicable income Tax purposes pursuant to the provisions of Section 1060 of the Code), shall be allocated for income Tax purposes among the assets of the Companies in accordance with the methodology set forth on [Schedule 1.9] (the “Allocation”). Each of Buyer and each Seller shall prepare and file all of their respective Tax Returns in a manner consistent with the Allocation and shall not agree to any proposed settlement or adjustment with respect thereto with any taxing authority unless required to do so by applicable Law.

Allocation. The parties agree that the transactions contemplated by this Agreement will constitute a taxable purchase of the stock of the Company for U.S. federal income tax purposes. Sellers, Buyer and the Company shall report the Transaction for income Tax purposes in manner consistent with such treatment and shall not take any position inconsistent therewith on any Tax Return or before any Government Entity unless otherwise required by “a determination” within the meaning of Section 1313 of the Code (or any similar provision of state, local or non-U.S. Law).

Award Allocation. In order to comply with the requirements of the 13-Month Rule (described below in Section 4(a)), notwithstanding any provision in the Plan to the contrary and except as set forth in Sections 3(a)(i) - (iii), a Participant’s allocations under the Plan shall not vest and shall be forfeited unless the Participant provides continuous services to the Company through the date that is 12 months from the 30th day after the Participant obtains the legally binding right to such allocation (the “13-Month Period”). Notwithstanding the general forfeiture condition in this Section 3(a), a Participant’s Account shall be immediately vested and the default time and form of payment under Section 4(a)(ii) (or, in the event of death, Section 4(e)) shall apply upon the first to occur during the 13-Month Period of any of the following events:

Allocation. Landlord, in its reasonable discretion, may equitably allocate Expenses among office, retail or other portions or occupants of the Property. If Landlord incurs Expenses or Taxes for the Property together with another property, Landlord, in its reasonable discretion, shall equitably allocate such shared amounts between the Property and such other property.

Award Allocation. In order to comply with the requirements of the 13-Month Rule (described below in Section 4(a)), notwithstanding any provision in the Plan to the contrary and except as set forth in Sections 3(a)(i) - (iii), a Participant’s allocations under the Plan shall not vest and shall be forfeited unless the Participant provides continuous services to the Company through the date that is 12 months from the 30th day after the Participant obtains the legally binding right to such allocation (the “13-Month Period”). Notwithstanding the general forfeiture condition in this Section 3(a), a Participant’s Account shall be immediately vested and the default time and form of payment under Section 4(a)(ii) (or, in the event of death, Section 4(e)) shall apply upon the first to occur during the 13-Month Period of any of the following events:

Allocation. The Upfront Payment and all Milestone Payments hereunder shall be deemed to be allocated in the manner set forth on [Schedule 9.6] hereto.

Allocation. The Buyer and the Sellers shall allocate the Purchase Price and any Liabilities that are assumed to the extent included in amount realized for federal income Tax purposes among the assets of the Acquired Companies as reasonably proposed by the Buyer. Neither the Buyer or the Sellers nor any of their respective Affiliates shall take any position (whether in audits, Tax Returns, or otherwise) that is inconsistent with such allocation unless required to do so by Law. Each Party will provide prompt notice to the other parties of any inquiry, assessment, Proceedings or similar events by any Governmental Authority with respect to such allocation.

Allocation. In the event a claim is based partially on an indemnified claim and partially on a non-indemnified claim or based partially on a claim indemnified by one Party and partially on a claim indemnified by the other Party, any payments in connection with such claims are to be apportioned between the Parties in accordance with the degree of cause attributable to each Party.

Allocation. If, in any Action under this Article XIII, the Indemnified Party incurs an amount consisting of both Losses for which the Indemnifying Party is obliged to indemnify the Indemnified Party and Losses not covered by such indemnification, then, to the extent not otherwise determined in a court of competent jurisdiction, the Parties agree to act in ​ = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Allocation.3 Each Party will be entitled to 50% of the Net Sales during the term of the Joint Development & Commercialization Agreement. If either Party elects to Opt-Out (as defined below), the other Party shall pay royalties in accordance with Section 11.3. Subject to either Party’s election to Opt-Out, Program Expenses with respect to each Product shall be allocated as follows: # from the effective date of the Joint Development & Commercialization Agreement through the date of the first commercial sale of such Product, CRISPR shall be allocated 60% of such Program Expenses and [[Organization A:Organization]] will be allocated 40% of such Program Expenses; and # after the date of the first commercial sale of such Product, each Party will be allocated 50% of such Program Expenses.