Tax Allocation. The Parties agree that the Purchase Price any other amounts treated as consideration for U.S. federal income Tax purposes shall be allocated among the Assets for U.S. federal and applicable state income Tax purposes in accordance with all applicable Treasury Regulations promulgated under Section 1060 of the Code, and to the extent allowed by applicable Law, in a manner consistent with the Allocated Values. The initial draft of such allocation shall be prepared by Buyer and shall be provided to Seller no later than thirty (30) days after the Final Settlement Date. The Parties shall then cooperate to prepare a final allocation, which also shall be materially consistent with the Allocated Values to the extent allowed by applicable Law. In the event that Seller and Buyer are not able to resolve all of the items in the allocation, all such unresolved items shall be determined by the Accounting Consultant in accordance with the procedures of Section 2.4(c), mutatis mutandis. The final allocation shall be updated to reflect any adjustments to the Purchase Price and any other amounts treated as consideration for U.S. federal income Tax purposes. The final allocation shall be used by Seller and Buyer as the basis for reporting asset values and other items, including preparing Internal Revenue Service Form 8594 (Asset Acquisition Statement under [Section 1060]), if required. Each Party agrees not to take any position inconsistent with such final allocation unless # required by Law or as required by final adjustment or settlement with any Governmental Authority or agency, in which case written notice of such change shall be provided to the other Party, or # with the consent of the other Party.

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).

Tax Allocation. Sinclair and Emmis shall cooperate in good faith to allocate the Purchase Price among the assets of the LP and the LLC (the “Tax Allocation”). If Sinclair and Emmis reach an agreement on the Tax Allocation, Sinclair and Emmis shall report the transactions contemplated by this Agreement consistently with the Tax Allocation on any Tax Return, and will not assert, and will cause their Affiliates not to assert, in connection with any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistent with the amounts set forth on the Tax Allocation except with the agreement of the other Party or as required by applicable Law, provided that nothing in this Agreement shall prevent Sinclair and Emmis from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Tax Allocation and neither Sinclair nor Emmis shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the allocation.

The Parties agree that the Purchase Price any other amounts treated as consideration for U.S. federal income Tax purposes shall be allocated among the Assets for U.S. federal and applicable state income Tax purposes in accordance with all applicable Treasury Regulations promulgated under Section 1060 of the Code, and to the extent allowed by applicable Law, in a manner consistent with the Allocated Values. The initial draft of such allocation shall be prepared by Buyer and shall be provided to Seller no later than thirty (30) days after the Final Settlement Date. The Parties shall then cooperate to prepare a final allocation, which also shall be materially consistent with the Allocated Values to the extent allowed by applicable Law. In the event that Sellers and Buyer are not able to resolve all of the items in the allocation, all such unresolved items shall be determined by the Accounting Consultant in accordance with the procedures of Section 2.4(c), mutatis mutandis. The final allocation shall be updated to reflect any adjustments to the Purchase Price and any other amounts treated as consideration for U.S. federal income Tax purposes. The final allocation shall be used by Sellers and Buyer as the basis for reporting asset values and other items, including preparing Internal Revenue Service Form 8594 (Asset Acquisition Statement under [Section 1060]), if required. Each Party agrees not to take any position inconsistent with such final allocation unless # required by Law or as required by final adjustment or settlement with any Governmental Authority or agency, in which case written notice of such change shall be provided to the other Party, or # with the consent of the other Party.

The Parties agree that the Cash, the fair market value of the Shares on the Closing Date, and any other amounts treated as consideration for U.S. federal income Tax purposes shall be allocated among the Assets for U.S. federal and applicable state income Tax purposes in accordance with all applicable Treasury Regulations promulgated under Section 1060 of the Code, and to the extent allowed by applicable Law, in a manner consistent with the Allocated Values. The initial draft of such allocation shall be prepared by Buyer and shall be provided to Seller no later than thirty (30) days after the Final Settlement Date. The Parties shall then cooperate to prepare a final allocation, which also shall be materially consistent with the Allocated Values to the extent allowed by applicable Law. In the event that Sellers and Buyer are not able to resolve all of the items in the allocation, all such unresolved items shall be determined by the Accounting Consultant in accordance with the procedures of Section 2.5(c), mutatis mutandis. The final allocation shall be updated to reflect any adjustments to the Purchase Price and any other amounts treated as consideration for U.S. federal income Tax purposes. The final allocation shall be used by Sellers and Buyer as the basis for reporting asset values and other items, including preparing Internal Revenue Service Form 8594 (Asset Acquisition Statement under [Section 1060]), if required. Each Party agrees not to take any position inconsistent with such final allocation unless # required by Law or as required by final adjustment or settlement with any Governmental Authority or agency, in which case written notice of such change shall be provided to the other Party, or # with the consent of the other Party.

Straddle Period Tax Allocation. In the case of any Taxes of any Acquired Company that are payable with respect to any Straddle Period, the portion of any such Taxes that are allocable to the portion of the Straddle Period ending on the date hereof shall, # in the case of Taxes that are based upon or related to income, receipts or expenditures, be deemed equal to the amount that would be payable if the Tax year or period ended at the close of the date hereof, and # in the case of all other Taxes with respect to the property or assets of the Acquired Companies as of the date hereof, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including the date hereof and the denominator of which is the number of calendar days in the entire Straddle Period. Any payments owed to Buyer or Seller, as applicable, under this [Section 6.5(c)] shall be made within sixty (60) days after the receipt of Buyer’s or Seller’s invoice with appropriate substantiation of Straddle Period Tax allocation. The applicable Party shall prepare and send its invoice within a reasonable period of time once the payment amount is determined based on either # the filing of the Tax Return or # the payment of Taxes to the applicable Governmental Body.

The Parties agree that the Cash Consideration, the fair market value of the Shares on the Closing Date, and any other amounts treated as consideration for U.S. federal income Tax purposes shall be allocated among the Assets for U.S. federal and applicable state income Tax purposes in accordance with all applicable Treasury Regulations promulgated under Section 1060 of the Code, and to the extent allowed by applicable Law, in a manner consistent with the Allocated Values. The initial draft of such allocation shall be prepared by Buyer and shall be provided to Seller no later than thirty (30) days after the Final Settlement Date. The Parties shall then cooperate to prepare a final allocation, which also shall be materially consistent with the Allocated Values to the extent allowed by applicable Law. In the event that Seller and Buyer are not able to resolve all of the items in the allocation, all such unresolved items shall be determined by the Accounting Consultant in accordance with the procedures of Section 2.5(c), mutatis mutandis. The final allocation shall be updated to reflect any adjustments to the Purchase Price (and, correspondingly, the Shares) and any other amounts treated as consideration for U.S. federal income Tax purposes. The final allocation shall be used by Seller and Buyer as the basis for reporting asset values and other items, including preparing Internal Revenue Service Form 8594 (Asset Acquisition Statement under [Section 1060]), if required. Each Party agrees not to take any position inconsistent with such final allocation unless # required by Law or as required by final adjustment or settlement with any Governmental Authority or agency, in which case written notice of such change shall be provided to the other Party, or # with the consent of the other Party.

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.