Common use of Additional Financial Statements Clause in Contracts

Additional Financial Statements. Between the date hereof and the Closing Date, Sellers shall (and Members shall take all applicable steps to cause Sellers to) provide Parent: (a) within fifteen (15) Business Days after the end of each calendar month, an internally prepared balance sheet as of the end of such month and related internally prepared statements of operations and cash flows of Seller I, Seller II and Citgen for such monthly period then ended; (b) except as otherwise required under clause (c) below, within thirty (30) Business Days after the end of each calendar quarter, a reviewed balance sheet as of the end of such quarter and related reviewed statements of operations and cash flows of Seller I, Seller II and Citgen for such quarterly period then ended and (c) on or before December 7, 2016 (but in all events at least five (5) Business Days before Closing), reviewed comparative balance sheets, statements of income, statements of cash flows and statements of changes in members’ equity for each Seller as of and for the quarterly periods ended on March 31, 2016, June 30, 2016 and (if the Closing is after November 15, 2016) September 30, 2016 (collectively with the financial statements in clauses (a) and (b), the “Additional Reviewed Statements”). The Additional Reviewed Statements shall: (i) be true, correct and complete in all material respects; (ii) be derived from and prepared in accordance with the information contained in the Books and Records; (iii) be prepared in accordance with GAAP, consistently applied, throughout the periods covered thereby; and (iv) present accurately and fairly in all material respects the consolidated financial condition, results of operations and cash flows of Seller I, Seller II and Citgen as of the times and for the periods referred to therein, subject to (A) the absence of footnote disclosures and other presentation items, and (B) changes resulting from normal year-end adjustments (the effect of which will not, individually or in the aggregate, be material). The Additional Reviewed Statements shall be accompanied by an unqualified certification of each Seller’s and Citgen’s chief financial officer (or similar executive officer) to the effect that the Additional Reviewed Statements conform to the requirements of the immediately preceding sentence. Upon delivery to Parent, the Additional Reviewed Statements shall be considered “Reviewed Financial Statements” for purposes of this Agreement. There shall be no changes in the method of application of Sellers’ and Citgen’s accounting policies or changes in the method of applying Sellers’ and Citgen’s use of estimates in the preparation of the Additional Reviewed Statements as compared with the Audited Financial Statements.

Additional Financial Statements. Between Seller shall provide to Buyer, (A) audited consolidated financial statements, including the consolidated balance sheets and related consolidated statements of income, cash flows and (either as a separate statement or in a footnote) equity (or net investment or similarly comparable statement) (together with notes thereto) of the Business Group as of and for the years ended December 31, 2015 and December 31, 2016 (collectively, the “Additional Audited Financial Statements”), which Seller shall use best efforts to provide to Buyer as soon as practicable after the date hereof (but which shall be provided no later than June 1, 2017), (B) unaudited consolidated financial statements, including the consolidated balance sheet and related consolidated statements of income, cash flows and (either as a separate statement or in a footnote) equity (or net investment or similarly comparable statement) (together with notes thereto) of the Closing DateBusiness Group as of the end of and for the first quarterly period ended after the most recent fiscal year covered by the Additional Audited Financial Statements (and, Sellers in the case of this clause (B), as of the end of and for the corresponding period of the prior fiscal year), which shall have been reviewed by the independent accountants of Seller in accordance with AS 4105 (formerly SAS 100) (collectively, the “Additional Unaudited Financial Statements” and, together with the Additional Audited Financial Statements, the “Additional Financial Statements”), which Additional Unaudited Financial Statements shall be provided to Buyer as soon as practicable (but which shall be provided no later than June 1, 2017) and Members (C) unaudited consolidated monthly balance sheet and related consolidated statements of income of the Business Group as of and for each monthly period ended after December 31, 2016 and at least 15 days prior to the Closing, which shall take all applicable steps be provided to cause Sellers to) provide Parent: (a) within fifteen (15) Business Days Buyer no later than 15 days after the end of each calendar such month, in each case prepared on an internally prepared balance sheet as of the end of such month and related internally prepared statements of operations and cash flows of Seller I, Seller II and Citgen for such monthly period then ended; (b) except as otherwise required under clause (c) below, within thirty (30) Business Days after the end of each calendar quarter, a reviewed balance sheet as of the end of such quarter and related reviewed statements of operations and cash flows of Seller I, Seller II and Citgen for such quarterly period then ended and (c) on or before December 7, 2016 (but in all events at least five (5) Business Days before Closing), reviewed comparative balance sheets, statements of income, statements of cash flows and statements of changes in members’ equity for each Seller as of and for the quarterly periods ended on March 31, 2016, June 30, 2016 and (if the Closing is after November 15, 2016) September 30, 2016 (collectively with the financial statements in clauses (a) and (b), the “Additional Reviewed Statements”)as-managed basis. The Additional Reviewed Financial Statements shall: (i) be true, correct and complete in all material respects; (ii) be derived from and prepared in accordance with the information contained in the Books and Records; (iii) shall be prepared in accordance with GAAP, GAAP consistently applied, throughout applied for the periods covered thereby; and (iv) as of the dates indicated in such financial statements, and shall present accurately and fairly fairly, in all material respects respects, the consolidated financial condition, position and results of operations of the Business Group, for the period and cash flows of Seller I, Seller II and Citgen as of the times and for dates indicated therein (subject, in the periods referred case of the Additional Unaudited Financial Statements, to therein, subject to (A) the absence of footnote disclosures and other presentation items, and (B) changes resulting from normal year-end adjustments (the effect of adjustments, which will not, individually are not expected to be material in nature or in the aggregate, be materialamount). The Additional Reviewed Financial Statements shall not be accompanied by an unqualified certification of each Seller’s and Citgen’s chief financial officer (or similar executive officer) to the effect that the Additional Reviewed Statements conform to the requirements of the immediately preceding sentence. Upon delivery to Parent, the Additional Reviewed Statements shall be considered “Reviewed Financial Statements” used for purposes of any calculation of Working Capital pursuant to this Agreement. There shall be no changes in the method of application of Sellers’ and Citgen’s accounting policies or changes in the method of applying Sellers’ and Citgen’s use of estimates in the preparation of the Additional Reviewed Statements as compared with the Audited Financial Statements.

Additional Financial Statements. Between the date hereof and As soon as practicable after January 1, 2017, but in no event later than ten (10) Business Days prior to the Closing Date, Sellers the Company shall deliver to Parent (the “Additional Financial Statements”): (a) an audited consolidated balance sheet of the Company and Members its Subsidiaries as of December 31, 2016, and consolidated statements of operations, statements of shareholders’ deficit and statements of cash flows of the Company and its Subsidiaries for the twelve (12) months then ended and all related footnotes and other disclosures as required under GAAP (the “2016 Financials”); (b) an unaudited consolidated balance sheet of the Company as of July 31, 2016, and consolidated statements of operations, statements of shareholders’ deficit and statements of cash flows for the twelve (12) months then ended; (c) an unaudited consolidated statement of operations that includes the GAAP revenue and GAAP net income (loss) of the Company and its Subsidiaries’ as of January 31, 2016, for the six (6) month period and three (3) month period, in each case, ending on such date; (d) an unaudited consolidated statement of operations that includes the GAAP revenue and GAAP net income (loss) of the Company and its Subsidiaries’ as of January 31, 2017, for the six (6) month period and three (3) month, in each case, ending on such date; (e) an unaudited consolidated statement of operations that includes the GAAP revenue and GAAP net income (loss) of the Company and its Subsidiaries’ as of April 30, 2016, for the nine (9) month period and three (3) month period, in each case, ending on such date; The Company will use its best efforts to deliver the 2016 Financials to Parent no later than January 31, 2017. The 2016 Financials and the other Additional Financial Statements shall take all applicable steps to cause Sellers to) provide Parentbe: (a) within fifteen (15) Business Days after the end of each calendar monthtrue, an internally prepared balance sheet as of the end of such month accurate and related internally prepared statements of operations and cash flows of Seller I, Seller II and Citgen for such monthly period then endedcomplete; (b) except as otherwise required under clause (c) below, within thirty (30) Business Days after consistent with the end of each calendar quarter, a reviewed balance sheet as Books and Records of the end of such quarter and related reviewed statements of operations and cash flows of Seller I, Seller II and Citgen for such quarterly period then ended Company; and (c) on or before December 7, 2016 (but prepared in all events at least five (5) Business Days before Closing), reviewed comparative balance sheets, statements of income, statements of cash flows and statements of changes in members’ equity for each Seller as of and for the quarterly periods ended on March 31, 2016, June 30, 2016 and (if the Closing is after November 15, 2016) September 30, 2016 (collectively accordance with GAAP consistently applied with the financial statements in clauses (a) and (b), the “Additional Reviewed Financial Statements”). The 2016 Financials and the other Additional Reviewed Financial Statements shall: (i) shall be true, correct and complete in all material respects; (ii) be derived from and certified by the Key Stakeholders as having been prepared in accordance with the information contained in the Books and Records; (iii) be prepared in accordance with GAAP, consistently applied, throughout the periods covered thereby; and (iv) present accurately and fairly in all material respects the consolidated financial condition, results of operations and cash flows of Seller I, Seller II and Citgen as of the times and for the periods referred to therein, subject to (A) the absence of footnote disclosures and other presentation items, and (B) changes resulting from normal year-end adjustments (the effect of which will not, individually or in the aggregate, be material). The Additional Reviewed Statements shall be accompanied by an unqualified certification of each Seller’s and Citgen’s chief financial officer (or similar executive officer) to the effect that the Additional Reviewed Statements conform to the requirements of the immediately preceding sentence. Upon delivery to Parent, the Additional Reviewed Statements shall be considered “Reviewed Financial Statements” for purposes of this Agreement. There shall be no changes in the method of application of Sellers’ and Citgen’s accounting policies or changes in the method of applying Sellers’ and Citgen’s use of estimates in the preparation of the Additional Reviewed Statements as compared with the Audited Financial Statements.foregoing principles

Additional Financial Statements. Between the date hereof and the Closing Date, Sellers shall (and Members shall take all applicable steps to cause Sellers to) provide Parent: (a) within fifteen As promptly as practicable following the execution of this Agreement (15using reasonable best efforts to comply by the date that is twenty-one (21) Business Days calendar days after the end date of each calendar monththis Agreement), an internally prepared balance sheet as Cosmo shall deliver to Salix true and complete copies of (i) selected financial data of the end of such month and related internally prepared statements of operations and cash flows of Seller I, Seller II and Citgen Business for such monthly period then ended; (b) except as otherwise required under clause (c) below, within thirty (30) Business Days after the end of each calendar quarter, a reviewed balance sheet as of the end of such quarter and related reviewed statements of operations and cash flows of Seller I, Seller II and Citgen for such quarterly period then ended and (c) on or before December 7, 2016 (but in all events at least five (5) years ended December 31, 2013, as required by Form S-4 and Regulation S-X under the Securities Act, (ii) audited consolidated balance sheets of the Business Days before Closingas of December 31, 2011, December 31, 2012 and December 31, 2013, and the related audited statements of income and statements cash flows of the Business for the fiscal years ending on December 31, 2011, December 31, 2012 and December 31, 2013 (the “Additional Audited Financial Statements”), reviewed comparative (iii) the unaudited consolidated balance sheets, statements sheets of income, statements of cash flows and statements of changes in members’ equity for each Seller the Business as of and for the quarterly periods ended on March 31, 2016, June 30, 2016 2013 and June 30, 2014 and the related unaudited statement of income and statement cash flows of the Business for the six month periods ending on June 30, 2013 and June 30, 2014 in each case including any notes thereto, and (if iv) such additional financial and related information as Salix shall request for preparation of pro forma financial information meeting the Closing requirements of Form S-4 and Article 11 of Regulation S-X under the Securities Act in connection with the Transactions. The Additional Audited Financial Statements shall have been audited by an independent accounting firm that is after November 15registered and in good standing with the Public Company Accounting Oversight Board. In addition, 2016) September as promptly as practicable following the date of this Agreement, Cosmo shall deliver to Salix the unaudited consolidated balance sheet of Tech as of June 30, 2016 2014 (collectively the “Latest Balance Sheet”), and the related unaudited statement of income and statement cash flows of Tech for the period ending on June 30, 2014 (together with the financial statements in clauses (a) and (b)Latest Balance Sheet, the “Additional Reviewed Unaudited Financial Statements”)) in each case, including any notes thereto. The Additional Reviewed Unaudited Financial Statements shall: (i) be true, correct shall have been prepared from and complete in all material respects; (ii) be derived from and prepared respects in accordance with the information contained in the Books and Records; (iii) be prepared in accordance with GAAP, consistently applied, throughout the periods covered thereby; and (iv) present accurately and fairly in all material respects the consolidated financial condition, results of operations and cash flows of Seller I, Seller II and Citgen as Records of the times Cosmo Parties, the Continuing Affiliates and the Business. (b) From the date hereof through the Effective Time, Cosmo shall furnish to Salix, concurrently with the delivery thereof to management of Cosmo or any of its Subsidiaries, such monthly, biannual and annual financial statements and data relating to the Tech Group Entities or the Business as are prepared for distribution to management of Cosmo or any its Subsidiaries and as are required by Form S-4 and Regulation S-X under the periods referred to therein, subject to (A) Securities Act in connection with the absence of footnote disclosures and other presentation items, and (B) changes resulting from normal year-end adjustments (the effect of which will not, individually or in the aggregate, be material)Transactions. The financial statements and data delivered pursuant to this Section 5.22 being the “Additional Reviewed Statements shall be accompanied by an unqualified certification of each Seller’s and Citgen’s chief financial officer (or similar executive officer) to the effect that the Additional Reviewed Statements conform to the requirements of the immediately preceding sentence. Upon delivery to Parent, the Additional Reviewed Statements shall be considered “Reviewed Financial Statements” for purposes of this Agreement. There shall be no changes in the method of application of Sellers’ and Citgen’s accounting policies or changes in the method of applying Sellers’ and Citgen’s use of estimates in the preparation of the Additional Reviewed Statements as compared with the Audited Financial Statements”.

Additional Financial Statements. Between (a) Seller shall, not later than the tenth Business Day of each calendar month from and after the date hereof and until the Closing Date, Sellers shall provide Buyer an unaudited statement showing (i) the sales by legal entity for the Business, and Members shall take all applicable steps any consolidated results (to cause Sellers tothe extent available) provide Parent: (a) within fifteen (15) Business Days after for the end of each preceding calendar month, an internally prepared balance sheet as and comparing such sales to the comparable figure for the same month of the end of such month prior year, and related internally prepared statements of operations and cash flows of Seller I, Seller II and Citgen for such monthly period then ended; (b) except as otherwise required under clause (c) below, within thirty (30) Business Days after the end of each calendar quarter, a reviewed balance sheet as of the end of such quarter and related reviewed statements of operations and cash flows of Seller I, Seller II and Citgen for such quarterly period then ended and (c) on or before December 7, 2016 (but in all events at least five (5) Business Days before Closing), reviewed comparative balance sheets, statements of income, statements of cash flows and statements of changes in members’ equity for each Seller as of and for the quarterly periods ended on March 31, 2016, June 30, 2016 and (if the Closing is after November 15, 2016) September 30, 2016 (collectively with the financial statements in clauses (a) and (b), the “Additional Reviewed Statements”). The Additional Reviewed Statements shall: (i) be true, correct and complete in all material respects; (ii) be derived from the operating results, after financial charges, by legal entity for the Business, and any consolidated results (to the extent available) for the preceding month, in each case prepared in accordance with Belgian GAAP for periods through December 31, 2004 and prepared in accordance with International Accounting Standards for periods beginning thereafter. Seller shall, not later than the information contained fifteenth Business Day after the end of any calendar quarter from and after the date hereof until the Closing Date, provide Buyer an unaudited statement of income of the Business for the preceding calendar quarter, in each case prepared in accordance with Belgian GAAP for periods through December 31, 2004 and prepared in accordance with International Accounting Standards for periods beginning thereafter. (b) Seller shall, prior to the Books Closing Date, deliver to Buyer (i) audited combined balance sheets of the Business as of December 31, 2001, 2002 and Records; 2003, (ii) audited combined statements of income of the Business for the 2002 and 2003 fiscal years and (iii) to the extent required by the SEC, an unaudited combined interim balance sheet for the Business for the six (6) months ended June 30, 2003 (collectively, the "BELGIAN GAAP AUDITED FINANCIAL STATEMENTS"). Seller shall, prior to the Closing Date, deliver to Buyer an unaudited combined interim balance sheet for the Business as of June 30, 2004 and an unaudited interim statement of income for the period ended June 30, 2004. The financial statements described in this Section 5.14(b) shall be prepared in accordance with GAAPBelgian GAAP in accordance with Seller's policies and procedures set forth in the UCB Accounting Policy Manual, consistently applied, throughout and the periods covered thereby; consolidation thereof shall be performed in accordance with Schedule 2.6(a). Seller shall cause a firm of independent certified public accountants that is registered with the U.S. Public Company Accounting Oversight Board to audit the Belgian GAAP Audited Financial Statements. All costs and (iv) present accurately expenses incurred by Seller and fairly its Affiliates in all material respects connection with the consolidated financial condition, results preparation of operations and cash flows of Seller I, Seller II and Citgen as audit of the times and for the periods referred to therein, subject to (A) the absence of footnote disclosures and other presentation items, and (B) changes resulting from normal year-end adjustments (the effect of which will not, individually or in the aggregate, be material). The Additional Reviewed Belgian GAAP Audited Financial Statements shall be accompanied borne by an unqualified certification Seller and its Affiliates. (c) Buyer shall, prior to the Closing Date, prepare, or cause to be prepared, (i) audited combined balance sheets of each Seller’s the Business as of December 31, 2001, 2002 and Citgen’s chief financial officer 2003, (or similar executive officerii) audited combined statements of income of the Business for the 2002 and 2003 fiscal years and (iii) to the effect that extent required by the Additional Reviewed Statements conform SEC, an unaudited combined interim balance sheet for the Business for the six (6) months ended June 30, 2003 (collectively, the "U.S. GAAP AUDITED FINANCIAL STATEMENTS" and, together with the Belgian GAAP Audited Financial Statements, the "AUDITED FINANCIAL STATEMENTS"). Buyer shall, prior to the requirements Closing Date, prepare, or caused to be prepared, an unaudited combined interim balance sheet for the Business as of June 30, 2004 and an unaudited interim statement of income for the period then ended. The financial statements described in this Section 5.14(c) shall be prepared in accordance with U.S. GAAP consistently applied. Buyer shall cause a firm of independent certified public accountants that is registered with the U.S. Public Company Accounting Oversight Board to audit the U.S. GAAP Audited Financial Statements. Without limiting the generality of Section 5.1, Seller shall, and shall cause its Affiliates to, cooperate with Buyer with respect to the preparation of the immediately preceding sentence. Upon delivery foregoing and provide to Parent, Buyer and to the Additional Reviewed Statements shall be considered “Reviewed Financial Statements” firm of independent certified public accountants engaged by Buyer for purposes of auditing the U.S. GAAP Audited Financial Statements such data as is reasonably necessary for the preparation and audit of the financial statements described in this Agreement. There Section 5.14(c), and shall be no changes in execute and cause their respective officers, directors and employees to execute such customary representation letters as such firm of independent certified public accountants may reasonably request with respect to the method data and information underlying such financial statements, the conformity of application of Sellers’ such financial statements to U.S. GAAP and Citgen’s accounting policies or changes in the method of applying Sellers’ and Citgen’s use of estimates procedures used in the preparation of the Additional Reviewed Statements as compared such financial statements. Buyer shall, promptly upon receiving a written request from Seller, reimburse Seller for all of Seller's and its Affiliates' reasonable costs and expenses incurred in connection with the preparation of and audit of the U.S. GAAP Audited Financial Statements.