Common use of Preliminary Purchase Price Allocation Clause in Contracts

Preliminary Purchase Price Allocation. The combined company will allocate the purchase price paid by Express Scripts to the fair value of the Medco assets acquired and liabilities assumed. The pro forma purchase price allocation below has been developed based on preliminary estimates of fair value using the historical financial statements of Medco as of September 24, 2011. In addition, the allocation of the purchase price to acquired intangible assets is based on preliminary fair value estimates and is subject to final management analysis, with the assistance of third party valuation advisors, at the completion of the Mergers. Once Express Scripts and its third party valuation advisors have full access to the specifics of Medco’s intangible assets, additional insight will be gained that could impact: (i) the estimated total value assigned to intangible assets, (ii) the estimated allocation of value between finite-lived and indefinite-lived intangible assets and/or (iii) the estimated weighted-average useful life of each category of intangible assets. The estimated intangible asset values and their useful lives could be impacted by a variety of factors that may become known to us only upon access to additional information and/or by changes in such factors that may occur prior to the effective time of the Mergers. The estimated intangible assets are comprised of customer contracts with an estimated useful life of 10 years and trade names with an estimated useful life of 5 years, which is consistent with the estimated benefit period. Since Express Scripts has limited information at this time to value all of the intangible assets, the estimated fair values were based primarily on current estimates of Medco’s expected future cash flows for all customer contracts and trade names. Express Scripts expects that the estimated value assigned to Medco’s customer contracts is likely to change as access is gained by Express Scripts to the specifics of Medco’s customer contracts and as life and renewal assumptions are refined. Additional intangible asset classes may be identified as the valuation process continues, however such items are currently not expected to be material to the overall purchase price allocation. A 10% change in the amount allocated to identifiable intangible assets would increase or decrease annual amortization expense by $140.0 million. The residual amount of the purchase price after preliminary allocation to identifiable intangibles has been allocated to goodwill. The actual amounts recorded when the Mergers are complete may differ materially from the pro forma amounts presented below (in millions): Tangible assets acquired: Current assets $ 5,558.3 Property and equipment, net 1,027.1 Other non-current assets 91.0 Total tangible assets acquired 6,676.4 Value assigned to intangible assets acquired 11,700.0 Liabilities assumed, excluding debt (7,274.6 ) Deferred tax liability related to acquired intangible assets and replacement stock awards included in the purchase price (3,313.3 ) Total assets acquired in excess of liabilities assumed 7,788.5 Goodwill 24,276.3 Total purchase price 32,064.8 Less debt assumed (5,380.4 ) Total payments to Medco stockholders $ 26,684.4

Preliminary Purchase Price Allocation. The combined company will allocate the purchase price paid by Express Scripts for the Acquisition has been allocated to the assets acquired and liabilities assumed for purposes of the unaudited pro forma condensed combined financial information based on their estimated relative fair values. The purchase price allocation herein is preliminary. The final purchase price allocation will be determined after completion of a thorough analysis to determine the fair value of all assets acquired and liabilities assumed but in no event later than one year following completion of the acquisition. Accordingly, the final acquisition accounting adjustments could differ materially from the pro forma adjustments presented herein. Any increase or decrease in the fair value of the Medco assets acquired and liabilities assumed, as compared to the information shown herein, could also change the portion of purchase price allocated to goodwill and could impact the operating results of the Company following the acquisition due to differences in purchase price allocation, depreciation and amortization related to some of these assets and liabilities. The acquisition-date fair value of the consideration transferred is as follows: Cash consideration $ 15,750 Contingent consideration 6,000 Total consideration transferred $ 21,750 Contingent consideration is recorded as a liability and measured at fair value using a discounted cash flow model utilizing significant unobservable inputs including the probability of achieving each of the potential milestones and an estimated discount rate commensurate with the risks of the expected cash flows attributable to the various milestones. The material factors that may impact the fair value of the contingent consideration, and therefore this liability, are the probabilities of achieving the related milestones and the discount rate. Significant increases or decreases in any of the probabilities of success would result in a significantly higher or lower fair value, respectively, and commensurate changes to this liability. The fair value of the contingent consideration, and the associated liability relating to the contingent consideration at each reporting date, will be updated by reflecting the changes in fair value reflected in the Company’s statement of operations. The Acquisition was accounted for as a business combination under the acquisition method of accounting in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations. Accordingly, the tangible assets and identifiable intangible assets acquired and liabilities assumed were recorded at fair value as of the date of acquisition, with the remaining purchase price recorded as goodwill. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition on July 1, 2014 (in thousands): Assets acquired: Cash and cash equivalents $ 53 Accounts receivable, net 25 Property and equipment, net 619 In-process research and development 18,500 Goodwill 4,180 Other assets acquired 142 Total assets acquired 23,519 Liabilities assumed: Accounts payable 357 Accrued liabilities 131 Deferred tax liability 857 Other liabilities 424 Total liabilities assumed 1,769 Net assets acquired $ 21,750 The purchase price allocation has been prepared on a preliminary basis and is subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed. In-process research and development (“IPR&D”) is principally the estimated fair value of the ECP and AIS technology, with assigned values to be allocated among the various IPR&D assets acquired. IPR&D is recorded as an indefinite-lived asset until it is available for commercial use, upon which each applicable IPR&D asset becomes classified as developed technology and is amortized over the estimated period of economic benefit. Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the fair values of the assets acquired and liabilities assumed. The pro forma purchase price allocation below has been developed based on preliminary estimates of fair value using the historical financial statements of Medco as of September 24, 2011. In addition, the allocation of the purchase price to acquired intangible assets goodwill is based on preliminary fair value estimates and is subject to final management analysis, with the assistance of third party valuation advisors, at the completion of the Mergers. Once Express Scripts and its third party valuation advisors have full access to the specifics of Medco’s intangible assets, additional insight will be gained that could impact: (i) the estimated total value assigned to intangible assets, (ii) the estimated allocation of value between finite-lived and indefinite-lived intangible assets and/or (iii) the estimated weighted-average useful life of each category of intangible assets. The estimated intangible asset values and their useful lives could be impacted by a variety of factors that may become known to us only upon access to additional information and/or by changes in such factors that may occur prior to the effective time of the Mergers. The estimated intangible assets are comprised of customer contracts with an estimated useful life of 10 years and trade names with an estimated useful life of 5 years, which is consistent with the estimated benefit period. Since Express Scripts has limited information at this time to value all of the intangible assets, the estimated fair values were based primarily on current estimates of Medco’s expected future cash flows for all customer contracts and trade names. Express Scripts expects that the estimated value assigned to Medco’s customer contracts is likely to change as access is gained by Express Scripts to the specifics of Medco’s customer contracts and as life and renewal assumptions are refined. Additional intangible asset classes may be identified as the valuation process continues, however such items are currently not expected to be material to the overall purchase price allocationdeductible for income tax purposes. A 10% change in the amount allocated to identifiable intangible assets would increase Goodwill is recorded as an indefinite-lived asset and is not amortized but tested for impairment on an annual basis or decrease annual amortization expense by $140.0 million. The residual amount when indications of the purchase price after preliminary allocation to identifiable intangibles has been allocated to goodwill. The actual amounts recorded when the Mergers are complete may differ materially from the pro forma amounts presented below (in millions): Tangible assets acquired: Current assets $ 5,558.3 Property and equipment, net 1,027.1 Other non-current assets 91.0 Total tangible assets acquired 6,676.4 Value assigned to intangible assets acquired 11,700.0 Liabilities assumed, excluding debt (7,274.6 ) Deferred tax liability related to acquired intangible assets and replacement stock awards included in the purchase price (3,313.3 ) Total assets acquired in excess of liabilities assumed 7,788.5 Goodwill 24,276.3 Total purchase price 32,064.8 Less debt assumed (5,380.4 ) Total payments to Medco stockholders $ 26,684.4impairment exist.

Preliminary Purchase Price Allocation. The combined company will allocate the purchase price paid by Express Scripts for the Acquisition has been allocated to the assets acquired and liabilities assumed for purposes of the unaudited pro forma condensed combined financial information based on their estimated relative fair values. The purchase price allocation herein is preliminary. The final purchase price allocation will be determined after completion of a thorough analysis to determine the fair value of all assets acquired and liabilities assumed but in no event later than one year following completion of the acquisition. Accordingly, the final acquisition accounting adjustments could differ materially from the pro forma adjustments presented herein. Any increase or decrease in the fair value of the Medco assets acquired and liabilities assumed, as compared to the information shown herein, could also change the portion of purchase price allocated to goodwill and could impact the operating results of the Company following the acquisition due to differences in purchase price allocation, depreciation and amortization related to some of these assets and liabilities. The acquisition-date fair value of the consideration transferred is as follows (in thousands, except per share amounts): Common shares issued 15,543 Closing price per share of TransEnterix common stock on September 18, 2015 $ 2.81 $ 43,677 Cash consideration 25,000 Contingent consideration 24,300 Total consideration $ 92,977 Contingent consideration is recorded as a liability and measured at fair value using a discounted cash flow model utilizing significant unobservable inputs including the probability of achieving each of the potential milestones and an estimated discount rate commensurate with the risks of the expected cash flows attributable to the various milestones. The material factors that may impact the fair value of the contingent consideration, and therefore this liability, are the probabilities of achieving the related milestones and the discount rate. Significant increases or decreases in any of the probabilities of success would result in a significantly higher or lower fair value, respectively, and commensurate changes to this liability. The fair value of the contingent consideration, and the associated liability relating to the contingent consideration at each reporting date, will be updated by reflecting the changes in fair value reflected in the Company’s statement of operations. The Acquisition was accounted for as a business combination under the acquisition method of accounting in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). Accordingly, the tangible assets and identifiable intangible assets acquired and liabilities assumed were recorded at fair value as of the date of acquisition, with the remaining purchase price recorded as goodwill. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition on September 21, 2015 (in thousands): Accounts receivable $ 78 Inventories 3,200 Current deferred tax asset 351 Other current assets 4,180 Property and equipment 1,384 Intellectual property 62,500 In-process research and development 22,300 Goodwill 22,315 Total assets acquired $ 116,308 Accounts payable and other liabilities 1,915 Long-term deferred tax liabilities 21,416 Net assets acquired $ 92,977 The purchase price allocation has been prepared on a preliminary basis and is subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed. In-process research and development (“IPR&D”) is principally the estimated fair value of the TransEnterix Italia technology, with assigned values to be allocated among the various IPR&D assets acquired. IPR&D is recorded as an indefinite-lived asset until it is available for commercial use, upon which each applicable IPR&D asset becomes classified as developed technology and is amortized over the estimated period of economic benefit. Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the fair values of the assets acquired and liabilities assumed. The pro forma purchase price allocation below has been developed based on preliminary estimates of fair value using the historical financial statements of Medco as of September 24, 2011. In addition, the allocation of the purchase price to acquired intangible assets goodwill is based on preliminary fair value estimates and is subject to final management analysis, with the assistance of third party valuation advisors, at the completion of the Mergers. Once Express Scripts and its third party valuation advisors have full access to the specifics of Medco’s intangible assets, additional insight will be gained that could impact: (i) the estimated total value assigned to intangible assets, (ii) the estimated allocation of value between finite-lived and indefinite-lived intangible assets and/or (iii) the estimated weighted-average useful life of each category of intangible assets. The estimated intangible asset values and their useful lives could be impacted by a variety of factors that may become known to us only upon access to additional information and/or by changes in such factors that may occur prior to the effective time of the Mergers. The estimated intangible assets are comprised of customer contracts with an estimated useful life of 10 years and trade names with an estimated useful life of 5 years, which is consistent with the estimated benefit period. Since Express Scripts has limited information at this time to value all of the intangible assets, the estimated fair values were based primarily on current estimates of Medco’s expected future cash flows for all customer contracts and trade names. Express Scripts expects that the estimated value assigned to Medco’s customer contracts is likely to change as access is gained by Express Scripts to the specifics of Medco’s customer contracts and as life and renewal assumptions are refined. Additional intangible asset classes may be identified as the valuation process continues, however such items are currently not expected to be material to the overall purchase price allocationdeductible for income tax purposes. A 10% change in the amount allocated to identifiable intangible assets would increase Goodwill is recorded as an indefinite-lived asset and is not amortized but tested for impairment on an annual basis or decrease annual amortization expense by $140.0 million. The residual amount when indications of the purchase price after preliminary allocation to identifiable intangibles has been allocated to goodwill. The actual amounts recorded when the Mergers are complete may differ materially from the pro forma amounts presented below (in millions): Tangible assets acquired: Current assets $ 5,558.3 Property and equipment, net 1,027.1 Other non-current assets 91.0 Total tangible assets acquired 6,676.4 Value assigned to intangible assets acquired 11,700.0 Liabilities assumed, excluding debt (7,274.6 ) Deferred tax liability related to acquired intangible assets and replacement stock awards included in the purchase price (3,313.3 ) Total assets acquired in excess of liabilities assumed 7,788.5 Goodwill 24,276.3 Total purchase price 32,064.8 Less debt assumed (5,380.4 ) Total payments to Medco stockholders $ 26,684.4impairment exist.

Preliminary Purchase Price Allocation. The unaudited pro forma condensed combined company financial statements have been prepared to give effect to the Acquisition, which is accounted for under the acquisition method of accounting, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) and which will allocate use the fair value concepts defined in ASC Topic 820, Fair Value Measurements and Disclosures. ASC 805 requires, among other things, that identifiable tangible and intangible assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. Any difference between the estimated purchase price and the estimated fair value of assets acquired and liabilities assumed is recorded as goodwill. The amounts allocated to the acquired assets and assumed liabilities in the unaudited pro forma condensed combined financial statements are based on management’s preliminary valuation estimates. Definitive allocations will be performed and finalized after the Acquisition Date based on certain valuations and other studies that will be performed by Dynacast with the services of outside valuation specialists. Accordingly, the estimated purchase price allocation and related pro forma adjustments reflected in the unaudited pro forma condensed combined financial statements are preliminary, have been made solely for the purpose of preparing these statements, and are subject to revision based on a final determination of fair value. The final allocation is expected to be completed as soon as practicable, but no later than twelve (12) months after the Acquisition Date. Based on management’s preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed, which are based on estimates and assumptions that are subject to change, and other factors as described in the introduction to these unaudited pro forma condensed combined financial statements, the preliminary estimated purchase price is allocated as follows: Purchase price $ 45.0 Contingent consideration 4.4 Working capital adjustment (0.1 ) Total purchase price 49.3 Cash acquired — Total purchase price, net of cash acquired 49.3 Accounts receivable 5.2 Inventory 5.1 Other current assets 1.2 Property and equipment 5.6 Intangible assets 13.3 Total assets acquired 30.4 Other current liabilities 2.8 Deferred income taxes 7.1 Total liabilities assumed 9.9 Goodwill $ 28.8 Prior to the end of the measurement period for finalizing the purchase price paid by Express Scripts allocation, if information becomes available which would indicate adjustments are required to the purchase price allocation, such adjustments will be included in the purchase price allocation retrospectively. Such adjustments may be material. Of the total estimated purchase price, $13.3 million has been allocated to definite-lived intangible assets, i.e. customer relationships which will be amortized on a straight-line basis over their respective estimated useful lives of 13 – 14 years. The amortization expense associated with these definite-lived intangible assets will not be deductible for tax purposes. Of the total estimated purchase price, approximately $28.8 million has been allocated to goodwill and is not deductible for tax purposes. Goodwill represents the excess of the purchase price of an acquired business over the fair value of the Medco net tangible and intangible assets acquired and liabilities assumed. The pro forma purchase price allocation below has been developed based on preliminary estimates Goodwill is not amortized but instead is tested for impairment at least annually (more frequently if indicators of fair value using the historical financial statements of Medco as of September 24, 2011impairment arise). In additionthe event we determine that goodwill has become impaired, we will record an accounting charge for the allocation of the purchase price to acquired intangible assets is based on preliminary fair value estimates and is subject to final management analysis, with the assistance of third party valuation advisors, at the completion of the Mergers. Once Express Scripts and its third party valuation advisors have full access to the specifics of Medco’s intangible assets, additional insight will be gained that could impact: (i) the estimated total value assigned to intangible assets, (ii) the estimated allocation of value between finite-lived and indefinite-lived intangible assets and/or (iii) the estimated weighted-average useful life of each category of intangible assets. The estimated intangible asset values and their useful lives could be impacted by a variety of factors that may become known to us only upon access to additional information and/or by changes in such factors that may occur prior to the effective time of the Mergers. The estimated intangible assets are comprised of customer contracts with an estimated useful life of 10 years and trade names with an estimated useful life of 5 years, which is consistent with the estimated benefit period. Since Express Scripts has limited information at this time to value all of the intangible assets, the estimated fair values were based primarily on current estimates of Medco’s expected future cash flows for all customer contracts and trade names. Express Scripts expects that the estimated value assigned to Medco’s customer contracts is likely to change as access is gained by Express Scripts to the specifics of Medco’s customer contracts and as life and renewal assumptions are refined. Additional intangible asset classes may be identified as the valuation process continues, however such items are currently not expected to be material to the overall purchase price allocation. A 10% change in the amount allocated to identifiable intangible assets would increase or decrease annual amortization expense by $140.0 million. The residual amount of the purchase price after preliminary allocation to identifiable intangibles has been allocated to goodwill. The actual amounts recorded when impairment during the Mergers are complete may differ materially from fiscal quarter in which the pro forma amounts presented below (in millions): Tangible assets acquired: Current assets $ 5,558.3 Property and equipment, net 1,027.1 Other non-current assets 91.0 Total tangible assets acquired 6,676.4 Value assigned to intangible assets acquired 11,700.0 Liabilities assumed, excluding debt (7,274.6 ) Deferred tax liability related to acquired intangible assets and replacement stock awards included in the purchase price (3,313.3 ) Total assets acquired in excess of liabilities assumed 7,788.5 Goodwill 24,276.3 Total purchase price 32,064.8 Less debt assumed (5,380.4 ) Total payments to Medco stockholders $ 26,684.4determination is made.

Preliminary Purchase Price Allocation. The combined company will allocate the purchase price paid by Express Scripts to the fair value of the Medco assets acquired and liabilities assumed. The pro forma purchase price allocation below has been developed based on preliminary estimates of fair value using the historical financial statements of Medco as of September 24, 2011. In addition, the allocation of the purchase price to acquired intangible assets is based on preliminary fair value estimates and is subject to final management analysis, with the assistance of third party valuation advisors, at the completion of the Mergers. Once Express Scripts and its third party valuation advisors have full access to the specifics of Medco’s intangible assets, additional insight will be gained that could impact: (i) the estimated total value assigned to intangible assets, (ii) the estimated allocation of value between finite-lived and indefinite-lived intangible assets and/or (iii) the estimated weighted-average useful life of each category of intangible assets. The estimated intangible asset values and their useful lives could be impacted by a variety of factors that may become known to us only upon access to additional information and/or by changes in such factors that may occur prior to the effective time of the Mergers. The estimated intangible assets are comprised of customer contracts with an estimated useful life of 10 years and trade names with an estimated useful life of 5 years, which is consistent with the estimated benefit period. Since Express Scripts has limited information at this time to value all of the intangible assets, the estimated fair values were based primarily on current estimates of Medco’s expected future cash flows for all customer contracts and trade names. Express Scripts expects that the estimated value assigned to Medco’s customer contracts is likely to change as access is gained by Express Scripts to the specifics of Medco’s customer contracts and as life and renewal assumptions are refined. Additional intangible asset classes may be identified as the valuation process continues, however such items are currently not expected to be material to the overall purchase price allocation. A 10% change in the amount allocated to identifiable intangible assets would increase or decrease annual amortization expense by $140.0 million. The residual amount of the purchase price after preliminary allocation to identifiable intangibles has been allocated to goodwill. The actual amounts recorded when the Mergers are complete may differ materially from the pro forma amounts presented below (in millions): Tangible assets acquired: Current assets $ 5,558.3 Property and equipment, net 1,027.1 Other non-current assets 91.0 Total tangible assets acquired 6,676.4 Value assigned to intangible assets acquired 11,700.0 Liabilities assumed, excluding debt (7,274.6 ) Deferred tax liability related to acquired intangible assets and replacement stock awards included in the purchase price (3,313.3 3,243.5 ) Total assets acquired in excess of liabilities assumed 7,788.5 7,858.3 Goodwill 24,276.3 25,913.2 Total purchase price 32,064.8 33,771.5 Less debt assumed (5,380.4 ) Total payments to Medco stockholders $ 26,684.428,391.1

Preliminary Purchase Price Allocation. Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of Ixia are recorded at the Merger date fair values and added to those of Keysight. The combined company will allocate pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the Merger. The final determination of the purchase price paid by Express Scripts allocation, upon the consummation of the Merger, will be based on Ixia’s net assets acquired as of the date of the Merger and will depend on a number of factors that cannot be predicted with any certainty at this time. Therefore, the actual allocations will differ from the pro forma adjustments presented. The allocation is dependent upon certain valuation and other studies that have not yet been completed. Accordingly, the pro forma purchase price allocation is subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurances that these additional analyses and final valuations will not result in significant changes to the estimates of fair value set forth below. The following table sets forth a preliminary allocation of the estimated Merger Consideration to the identifiable tangible and intangible assets acquired and liabilities assumed of Ixia based on Ixia’s December 31, 2016 consolidated balance sheet, with the excess recorded as goodwill (amounts in millions): Preliminary allocation of Estimated Merger Consideration: Book value of Ixia’s net assets as of the pro forma Merger date $ 511 Adjustments to historical net book value: Inventory 83 7[a] Property, plant and equipment 15 7[b] Intangible assets 667 7[c] Long-term deferred tax assets (9 ) 7[d] Employee compensation and benefits 2 [5] Other accrued liabilities 1 7[e] Deferred revenue 66 7[f] Long-term deferred revenue 18 7[f] Other long-term liabilities (267 ) 7[d]; 7[e] Adjusted book value of Ixia’s net assets as of the pro forma Merger date 1,087 Adjustment to goodwill 594 [5] Historical goodwill of Ixia 339 Goodwill attributable to the Merger $ 933 Goodwill represents the excess of the preliminary estimated Merger Consideration over the fair value of the Medco underlying net assets acquired acquired. Goodwill is not amortized but instead is reviewed for impairment at least annually, absent any indicators of impairment. Goodwill is attributable to planned growth in new markets and liabilities assumedsynergies expected to be achieved from the combined operations of Keysight and Ixia. ▇▇▇▇▇▇▇▇ recorded in the Merger is not expected to be deductible for tax purposes. The pro forma purchase price allocation below has been developed based on preliminary estimates historical net book value adjustments and goodwill adjustment as shown above are further described in Note 7 of fair value using the historical financial statements of Medco as of September 24, 2011. In addition, the allocation of the purchase price Notes to acquired intangible assets is based on preliminary fair value estimates and is subject to final management analysis, with the assistance of third party valuation advisors, at the completion of the Mergers. Once Express Scripts and its third party valuation advisors have full access to the specifics of Medco’s intangible assets, additional insight will be gained that could impact: (i) the estimated total value assigned to intangible assets, (ii) the estimated allocation of value between finite-lived and indefinite-lived intangible assets and/or (iii) the estimated weighted-average useful life of each category of intangible assets. The estimated intangible asset values and their useful lives could be impacted by a variety of factors that may become known to us only upon access to additional information and/or by changes in such factors that may occur prior to the effective time of the Mergers. The estimated intangible assets are comprised of customer contracts with an estimated useful life of 10 years and trade names with an estimated useful life of 5 years, which is consistent with the estimated benefit period. Since Express Scripts has limited information at this time to value all of the intangible assets, the estimated fair values were based primarily on current estimates of Medco’s expected future cash flows for all customer contracts and trade names. Express Scripts expects that the estimated value assigned to Medco’s customer contracts is likely to change as access is gained by Express Scripts to the specifics of Medco’s customer contracts and as life and renewal assumptions are refined. Additional intangible asset classes may be identified as the valuation process continues, however such items are currently not expected to be material to the overall purchase price allocation. A 10% change in the amount allocated to identifiable intangible assets would increase or decrease annual amortization expense by $140.0 million. The residual amount of the purchase price after preliminary allocation to identifiable intangibles has been allocated to goodwill. The actual amounts recorded when the Mergers are complete may differ materially from the pro forma amounts presented below (in millions): Tangible assets acquired: Current assets $ 5,558.3 Property and equipment, net 1,027.1 Other non-current assets 91.0 Total tangible assets acquired 6,676.4 Value assigned to intangible assets acquired 11,700.0 Liabilities assumed, excluding debt (7,274.6 ) Deferred tax liability related to acquired intangible assets and replacement stock awards included in the purchase price (3,313.3 ) Total assets acquired in excess of liabilities assumed 7,788.5 Goodwill 24,276.3 Total purchase price 32,064.8 Less debt assumed (5,380.4 ) Total payments to Medco stockholders $ 26,684.4Unaudited Pro Forma Condensed Combined Financial Information.

Preliminary Purchase Price Allocation. The combined company will allocate As discussed above, the aggregate purchase price paid by Express Scripts for the Acquisition is $950.0 million of which (i) $750.0 million is payable on the closing date of the Acquisition (less an amount to be placed in escrow for adjustment purposes and a previous deposit), subject to customary purchase price adjustments related to the amount of Cook Pharmica’s working capital, cash, debt and transaction expenses as described in the Acquisition Agreement and (ii) the Deferred Purchase Consideration of $200.0 million is payable in $50.0 million increments on each anniversary of the closing date of the Acquisition over four years. The Acquisition will be accounted for as a business combination in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 805 Business Combinations, which will establish a new basis of accounting for all identifiable assets acquired and liabilities assumed at fair value as of the Acquisition completion date. Accordingly, the cost to acquire such interests will be allocated to the underlying net assets based on their respective fair values. The fair value of the Medco Cook Pharmica’s identifiable tangible and intangible assets acquired and liabilities assumed. The pro forma purchase price allocation below has been developed , along with the Deferred Purchase Consideration, are based on a preliminary estimates estimate of fair value using the historical financial statements of Medco as of September 24June 30, 20112017. In addition, Any excess of the purchase price over the estimated fair value of the net assets acquired will be recorded as goodwill. The allocation of the purchase price to all identifiable assets acquired intangible assets and liabilities assumed reflected in the unaudited pro forma condensed combined financial statements is based on preliminary estimates using assumptions that our management believes are reasonable based on currently available information as of September 25, 2017. The final purchase price and fair value estimates assessment of identifiable assets acquired and is subject to final management analysis, with liabilities assumed will be completed following the assistance of third party valuation advisors, at the completion closing date of the Mergers. Once Express Scripts and its third party Acquisition based on a detailed valuation advisors have full access to the specifics of Medco’s intangible assets, additional insight will be gained analysis that could impact: (i) the estimated total value assigned to intangible assets, (ii) the estimated allocation of value between finite-lived and indefinite-lived intangible assets and/or (iii) the estimated weighted-average useful life of each category of intangible assetshas not yet been completed. The estimated intangible asset values and their useful lives could be impacted by a variety of factors that may become known to us only upon access to additional information and/or by changes in such factors that may occur prior to the effective time of the Mergers. The estimated intangible assets are comprised of customer contracts with an estimated useful life of 10 years and trade names with an estimated useful life of 5 years, which is consistent with the estimated benefit period. Since Express Scripts has limited information at this time to value all of the intangible assets, the estimated fair values were based primarily on current estimates of Medco’s expected future cash flows for all customer contracts and trade names. Express Scripts expects that the estimated value assigned to Medco’s customer contracts is likely to change as access is gained by Express Scripts to the specifics of Medco’s customer contracts and as life and renewal assumptions are refined. Additional intangible asset classes final purchase price allocation may be identified as different from that reflected in the valuation process continues, however such items are currently not expected to be material to the overall preliminary pro forma purchase price allocation. A 10% change in the amount allocated to identifiable intangible assets would increase or decrease annual amortization expense by $140.0 million. The residual amount of the purchase price after preliminary allocation to identifiable intangibles has been allocated to goodwill. The actual amounts recorded when the Mergers are complete presented herein, and this difference may differ materially from the pro forma amounts presented below (in millions): Tangible assets acquired: Current assets $ 5,558.3 Property and equipment, net 1,027.1 Other non-current assets 91.0 Total tangible assets acquired 6,676.4 Value assigned to intangible assets acquired 11,700.0 Liabilities assumed, excluding debt (7,274.6 ) Deferred tax liability related to acquired intangible assets and replacement stock awards included in the purchase price (3,313.3 ) Total assets acquired in excess of liabilities assumed 7,788.5 Goodwill 24,276.3 Total purchase price 32,064.8 Less debt assumed (5,380.4 ) Total payments to Medco stockholders $ 26,684.4be material.