THE RECEIPT OF SUCH
DETERMINATION, PROMPTLY AFTER RECEIPT THEREOF, AND ABBOTT SHALL PAY TO HOSPIRA
THE LESSER OF THE AMOUNT OF ABBOTT'S TAX BENEFIT AND THE AMOUNT OF HOSPIRA'S
CORRESPONDING TAX DETRIMENT IN ACCORDANCE WITH SECTION 2.02(B).
THE PROVISIONS
OF THIS SECTION 2.03 SHALL APPLY MUTATIS MUTANDIS TO RESTRICTED SHARES,
DISQUALIFYING DISPOSITIONS TO WHICH SECTION 421(C) OF THE CODE APPLIES, AND
OTHER EQUITY BASED COMPENSATION.
Section 2.04
Tax Returns.
(A)
ABBOTT SHALL PREPARE AND TIMELY FILE ALL TAX RETURNS FOR
PRE-DISTRIBUTION PERIODS FOR ABBOTT AND ALL OF ITS AFFILIATES, INCLUDING HOSPIRA
AND ALL OF ITS AFFILIATES, AND ALL TAX RETURNS FOR STRADDLE PERIODS FOR ALL
MEMBERS OF THE ABBOTT GROUP.
IN CONNECTION WITH EACH FEDERAL, STATE, LOCAL, AND
FOREIGN TAX RETURN THAT IS REQUIRED UNDER THIS AGREEMENT TO BE FILED BY ABBOTT
FOR TAXABLE PERIODS ENDING IN 2004, HOSPIRA SHALL PROVIDE ABBOTT, NO LATER THAN
NOVEMBER 30, 2004, WITH A TAX PACKAGE FOR THE PURPOSE OF PREPARING SUCH TAX
RETURN.
HOSPIRA SHALL PROVIDE A SUPPLEMENTAL TAX PACKAGE WITH RESPECT TO EACH
SUCH TAX RETURN, IF NECESSARY, NO LATER THAN JANUARY 31, 2005, AND HOSPIRA SHALL
TIMELY FURNISH TO ABBOTT ADDITIONAL TAX INFORMATION AND DOCUMENTS AS ABBOTT MAY
REASONABLY REQUEST.
WITH RESPECT TO ANY INFORMATION REQUIRED TO BE PROVIDED BY
HOSPIRA PURSUANT TO THIS SECTION 2.04(A), (I) ABBOTT SHALL UTILIZE SUCH
INFORMATION IN THE PREPARATION OF THE APPROPRIATE TAX RETURNS AS PROVIDED BY
HOSPIRA, EXCEPT TO THE EXTENT (A) HOSPIRA PROVIDES ITS PRIOR WRITTEN CONSENT TO
CHANGE ANY SUCH INFORMATION, OR (B) ABBOTT DETERMINES IN GOOD FAITH THAT SUCH
INFORMATION IS INACCURATE OR INCOMPLETE IN A MATERIAL RESPECT, AND (II) HOSPIRA
AGREES TO INDEMNIFY AND HOLD HARMLESS ABBOTT AND ITS AFFILIATES FROM AND AGAINST
ANY COST, FINE, PENALTY, OR OTHER EXPENSE OF ANY KIND ATTRIBUTABLE TO THE
MISCONDUCT OR NEGLIGENCE OF HOSPIRA OR ANY OF ITS AFFILIATES IN SUPPLYING ABBOTT
WITH INACCURATE OR INCOMPLETE INFORMATION.
AN APPROPRIATE OFFICER OF HOSPIRA
SHALL PROVIDE A CERTIFICATION THAT, TO SUCH OFFICER'S BEST KNOWLEDGE AND BELIEF,
ANY AND ALL INFORMATION PROVIDED PURSUANT TO THIS SECTION 2.04(A) IS ACCURATE
AND COMPLETE.
IF HOSPIRA FAILS TO PROVIDE ANY INFORMATION REQUIRED BY THIS
SECTION 2.04(A) WITHIN THE TIME PERIOD SPECIFIED, ABBOTT MAY FILE THE APPLICABLE
TAX RETURNS BASED ON THE INFORMATION AVAILABLE AT THE TIME SUCH TAX RETURNS ARE
DUE AND HOSPIRA SHALL INDEMNIFY AND HOLD HARMLESS ABBOTT AND ITS AFFILIATES FROM
TAXES OR OTHER COSTS IMPOSED ON ABBOTT OR ANY OF ITS AFFILIATES BUT ONLY TO THE
EXTENT RESULTING FROM HOSPIRA'S FAILURE TO PROVIDE SUCH INFORMATION IN A TIMELY
MANNER.
IN ADDITION, HOSPIRA SHALL PROVIDE ABBOTT WITH ALL DOCUMENTS AND
INFORMATION, AND MAKE AVAILABLE EMPLOYEES AND OFFICERS OF HOSPIRA AND HOSPIRA
AFFILIATES AS ABBOTT REASONABLY REQUESTS TO PREPARE AND FILE ANY TAX RETURN FOR
ANY PRE-DISTRIBUTION PERIOD (INCLUDING ANY CLAIMS FOR REFUNDS DESCRIBED IN
SECTION 2.02(A)) OR TO CONDUCT ANY TAX CONTEST WITH RESPECT TO ANY SUCH TAX
RETURN.
(B)
HOSPIRA SHALL PREPARE AND TIMELY FILE ALL TAX RETURNS FOR
STRADDLE PERIODS FOR ALL MEMBERS OF THE