Repligen (RGEN) 8-K/A Other Events

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS:

Introduction

Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2017

Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2016

Unaudited Pro Forma Condensed Combined Statement of Operations for the three months ended March 31, 2017

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

1

INTRODUCTION

On June 22, 2017, Repligen Corporation (“Repligen”) agreed to acquire Spectrum, Inc (“Spectrum”), pursuant to the terms of the Agreement and Plan of Merger and Reorganization (the “Agreement”), by and among Repligen and Spectrum (such acquisition, the “Spectrum Acquisition”).

Spectrum’s business consists of three product groups (i) bioprocessing, (ii) original equipment manufacturing, or OEM, and (iii) operating room disposables. The bioprocessing unit sells membranes, membrane devices and other products used by customers at pharmaceutical, diagnostic and biotechnology companies, universities, government institutions and non-profit organizations. These products are originally used for life science research and high technology applications with some applications growing into good manufacturing practices, or GMP, for diagnostics and pharmaceuticals. The OEM unit supplies separations devices to companies developing proprietary products for cell therapy, cell expansion, implants and molecular/ micro filtration forin vivo andex-vivo applications. The disposable operating room unit sells orthopedic and arthroscopic drapes, sterile microscope covers, tissue carriers and other disposables to hospital and clinic operating rooms.

The Spectrum Acquisition will be accounted for as a purchase of a business under ASC 805, Business Combinations. The purchase price of the Spectrum Acquisition will consist of $118 million in cash, and 6,154,000 common shares totaling $239 million for a total purchase price of $357 million.

The accompanying unaudited pro forma condensed combined financial statements for the year ended December 31, 2016 combine the historical consolidated financial statements of Repligen, and those of TangenX Technology Corporation (“TangenX”), which Repligen acquired on December 14, 2016 (the “TangenX Acquisition”) with the historical financial information of Spectrum after giving effect to (i) the TangenX Acquisition and (ii) the Spectrum Acquisition. The unaudited pro forma condensed combined statements of operations combine Repligen’s operating results for the quarter and year ended, March 31, 2017 and December 31, 2016, respectively, with the operating results of TangenX for the period from January 1, 2016 to December 14, 2016 and Spectrum for the quarter and year ended, April 1, 2017 and December 31, 2016, respectively. The unaudited pro forma condensed combined balance sheet combines the balances of Repligen as of March 31, 2017 with the balances of Spectrum as of April 1, 2017. The unaudited pro forma condensed combined statements of operations give effect to the TangenX Acquisition and the Spectrum Acquisition as if such acquisitions had occurred on January 1, 2016, and the unaudited pro forma condensed combined balance sheet gives effect to the acquisition as if it had occurred on March 31, 2017. The unaudited pro forma condensed combined financial information includes all material pro forma adjustments necessary for this purpose that are directly attributable to the TangenX Acquisition and the Spectrum Acquisition and are factually supportable. The unaudited pro forma condensed combined financial information herein should be read in conjunction with the historical financial statements and the related notes thereto of Repligen Corporation which are presented in the Annual Report on Form10-K for the year ended December 31, 2016, filed on February 23, 2017 (FileNo. 000-14656), Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, filed on May 4, 2017 (File No. 000-14656), the historical unaudited interim financial statements of TangenX for the period ended September 30, 2016, filed on March 1, 2017 (File No. 000-14656) and the financial statements of Spectrum that are presented as exhibits to this Form8-K.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have been achieved if the acquisition had been consummated as of the beginning of the periods presented, nor are they necessarily indicative of the future operating results or financial position of the combined company. No effect has been given in these pro forma financial statements for synergistic benefits that may be realized through the combination or costs that may be incurred in integrating operations.

2

Repligen Corporation

Pro Forma Condensed Combined Consolidated Balance Sheet

March 31, 2017

(Unaudited)

(in thousands, except share and share data)	Historical Repligen			Historical Spectrum		Pro Forma Adjustments			Notes	Pro Forma Combined
Assets
Current assets
Cash and cash equivalents		129,663			7,071		(118,338	)	(a)		18,396
Investment in marketable securities		12,180			990		—				13,170
Accounts receivable, net		17,710			6,245		(295	)	(g)		23,660
Other receivables		669			242		(179	)	(v)		732
Inventories, net of reserves		23,957			8,847		2,502		(b)		35,306
Prepaid expenses and other current assets		1,620			649		—				2,269
Total current assets		185,799			24,044		(116,310	)			93,533
Property and equipment, net		15,373			16,736		(11,123	)	(n)		20,986
Due from related party					3,029		—				3,029
Intangible assets, net		29,222			—		114,070		(c)		143,292
Goodwill		59,784			1,122		252,816		(d)		313,722
Restricted cash		450			—		—				450
Deferred income taxes		—			1,056		(1,056	)	(ab)		—
Other assets		—			988		—				988
Total assets		290,628			46,975		238,397				576,000
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable		4,635			1,287		(200	)	(g)		5,722
Accrued liabilities		9,116			2,719		5,663		(g), (q), (s), (y), (aa)		17,498
Line of credit		—			1,400		(1,400	)	(p)		—
Current maturities of long-term debt		—			509		(509	)	(p)		—
Current maturities of capital leases		—			5,941		(5,941	)	(n)		—
Current portion of accrued interest on capital leases		—			89		(89	)	(n)		—
Total current liabilities		13,751			11,945		(2,476	)			23,220
Convertible senior notes		96,242			—		—				96,242
Long-term debt, net of current maturities		—			1,490		(1,490	)	(p)		—
Capital leases, net of current maturities		—			5,914		(5,914	)	(n)		—
Accrued interest on capital leases, net of current portion		—			47		(47	)	(n)		—
Deferred tax liabilities		2,188			576		26,857		(e), (i), (w), (x), (aa)		29,621
Other long-term liabilities		1,656			44		—				1,700
Commitments and contingencies		—			—		—				—
Total liabilities		113,837			20,016		16,930				150,783
Stockholders’ equity:
Preferred stock		—			—		—				—
Common stock		341			—		62		(f)		403
Additionalpaid-in capital		245,961			9,785		228,744		(f)		484,490
Accumulated other comprehensive (loss) income		(12,718	)		23		(23	)	(f)		(12,718	)
Accumulated (deficit) earnings		(56,793	)		17,151		(7,316	)	(f), (g), (i), (q), (r) , (t), (v), (w), (x), (y)		(46,958	)
Total stockholders’ equity		176,791			26,959		221,467				425,217
Total liabilities and stockholders’ equity	$	290,628		$	46,975		238,397				576,000

See accompanying notes to unaudited pro forma condensed combined financial statements which are an integral part of these financial statements. The Company is planning to raise $100 million in a common stock offering. In connection with the common stock offering, the Company executed a commitment letter with the lead underwriter for a $30 million one year term loan. If the Company consummates the common stock offering, it is not expected that the commitment will be drawn upon. The equity offering and the commitment loan are not reflected in the pro forma balance sheet because such funding is not necessary to complete the transaction.

3

Repligen Corporation

Pro Forma Condensed Combined Consolidated Statements of Income

For the Year Ended December 31, 2016

(Unaudited)

(in thousands, except share and per share data)	Historical Repligen Year Ended December 31, 2016			Historical TangenX Period From January 1, 2016 to December 14, 2016			Historical Spectrum Year Ended December 31, 2016			TangenX Pro Forma Adjustments			Notes	Spectrum Pro Forma Adjustments			Notes	Pro Forma Combined
Revenue		104,541			5,687			40,200			—				(4,290	)	(j)		146,138
Cost of revenue		47,117			3,270			18,902			(868	)	(l), (o)		(4,561	)	(j), (m), (n)		63,859
Gross profit		57,424			2,417			21,298			868				271				82,278
R&D		7,355			1			1,995			(202	)	(o)		—				9,148
SG&A		30,853			3,781			11,892			(1,016	)	(c), (o), (r)		7,925		(c), (m), (n), (t)		53,434
Contingent consideration		3,242			—			—			—				—				3,242
Change in fair value of put option liability		—			—			—			1,143				—				1,143
Loss on remeasurement of foreign currencies		—			—			264			—				—				264
Total operating expenses		41,450			3,782			14,151			(76	)			7,925				67,232
Operating income (loss)		15,974			(1,365	)		7,147			944				(7,653	)			15,047
Other expense, net		(4,282	)		—			(654	)		(174	)	(h)		(96	)	(h), (n)		(5,206	)
Income (loss) before income taxes		11,692			(1,365	)		6,493			770				(7,750	)			9,840
Income tax expense		11			544			2,131			2,882		(u), (y)		(2,693	)	(y), (z)		2,875
Net income (loss)		11,681			(1,909	)		4,362			(2,112	)			(5,057	)			6,965
Net income per share:
Basic		0.35																	0.18
Diluted		0.34																	0.17
Weighted average common shares outstanding:
Basic		33,572,883													6,154,000		(k)		39,726,883
Diluted		34,098,898													6,154,000		(k)		40,252,898

4

Repligen Corporation

Pro Forma Condensed Combined Consolidated Statements of Income

For the Three Months Ended March 31, 2017

(Unaudited)

(in thousands, except share and per share data)	Repligen Three Months Ended March 31, 2017			Spectrum Thirteen Weeks Ended April 1, 2017			Pro Forma Adjustments			Notes	Pro Forma Combined
Revenue		30,590			9,735			(450	)	(j)		39,875
Cost of revenue		13,990			4,179			(742	)	(j), (m), (n), (l)		17,427
Gross profit		16,600			5,556			292				22,448
R&D		1,742			567							2,309
SG&A		9,182			3,274			1,579		(c), (m), (n), (q), (t)		14,035
Loss on remeasurement of foreign currencies		—			(90	)		—				(90	)
Total operating expenses		10,924			3,751			1,579				16,254
Operating income (loss)		5,676			1,805			(1,288	)			6,193
Other expense, net		(1,609	)		(162	)		(24	)	(h), (n)		(1,795	)
Income (loss) before income taxes		4,067			1,643			(1,311	)			4,399
Income tax expense (benefit)		999			606			(472	)	(y)		1,133
Net income		3,068			1,037			(839	)			3,266
Net income per share:
Basic		0.09										0.08
Diluted		0.09										0.08
Weighted average common shares outstanding:
Basic		33,891,702						6,154,000		(k)		40,045,702
Diluted		34,382,322						6,154,000		(k)		40,536,322

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Repligen Corporation

Notes to Pro Forma Condensed Combined Consolidated Financial Statements

As of March 31, 2017 and for the Three Months Ended March 31, 2017 and Quarter Ended April 1, 2017

and the Year Ended December 31, 2016

NOTES TO UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL STATEMENTS

1. Description of the Transaction

On June 22, 2017, Repligen Corporation (“Repligen”) agreed to acquire Spectrum, Inc (“Spectrum”), pursuant to the terms of the Agreement and Plan of Merger and Reorganization (the “Agreement”), by and among Repligen and Spectrum (such acquisition, the “Spectrum Acquisition”).

The Spectrum Acquisition will be accounted for as a purchase of a business under ASC 805, “Business Combinations.” The purchase price of the Spectrum Acquisition will consist of $118 million in cash, and 6,154,000 common shares totaling $239 million for a total purchase price of $357 million.

2. Basis of Presentation

The accompanying unaudited pro forma condensed combined financial statements combine the historical consolidated financial statements of Repligen Corporation and those of TangenX Technology Corporation (“TangenX”), which we acquired on December 14, 2016 (the “TangenX Acquisition”) the historical financial information of Spectrum after giving effect to (i) the TangenX acquisition and (ii) the Spectrum Acquisition, in each case using the acquisition method of accounting in accordance with Accounting Standards Codification (ASC) 805, “Business Combinations”, and applying the assumptions and adjustments described in the accompanying notes.

The unaudited pro forma condensed combined statements of operations combine Repligen’s operating results for the quarter and year ended, March 31, 2017 and December 31, 2016, respectively, with the operating results of TangenX for the period from January 1, 2016 through December 14, 2016, and with the operating results of Spectrum for the quarter and year ended, April 1, 2017 and December 31, 2016, respectively. The unaudited pro forma condensed combined balance sheet combines the balances of Repligen as of March 31, 2017 with the balances of Spectrum as of April 1, 2017. The unaudited pro forma condensed combined statements of operations give effect to the TangenX Acquisition and the Spectrum Acquisition as if such acquisitions had occurred on January 1, 2016, and the unaudited pro forma condensed combined balance sheet gives effect to the Spectrum Acquisition as if it had occurred on March 31, 2017.    

The historical consolidated financial statements have been adjusted in the pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the business combinations, (2) factually supportable and (3) with respect to the pro forma condensed combined statements of operations, expected to have a continuing impact on the combined results following the business combinations. The unaudited pro forma condensed combined financial information herein should be read in conjunction with the historical financial statements and the related notes thereto of Repligen Corporation which are presented in the Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 23, 2017 (File No. 000-14656), Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, filed on May 4, 2017 (File No. 000-14656), the historical unaudited interim financial statements of TangenX for the period ended September 30, 2016, filed on March 1, 2017 (File No. 000-14656) and the financial statements of Spectrum that are presented as exhibits to this Form 8-K. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have been achieved if the acquisition had been consummated as of the beginning of the periods presented, nor are they necessarily indicative of the future operating results or financial position of the combined Company. No effect has been given in these pro forma financial statements for synergistic benefits that may be realized through the combination or costs that may be incurred in integrating operations.

3. Estimated consideration and preliminary purchase price allocation

Repligen accounted for the Spectrum Acquisition as the purchase of a business under U.S. GAAP. Under the acquisition method of accounting, the assets of the Spectrum were recorded as of the acquisition date, at their respective fair values, and consolidated with those of Repligen. The fair value of the net assets acquired was approximately $357 million. The estimated consideration and preliminary purchase price information has been prepared using a preliminary valuation. The final purchase price allocation will be completed upon closing of the transaction. The preparation of the valuation required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates. These estimates were based on assumptions that Repligen believes to be reasonable. However, actual results may differ from these estimates.

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The total consideration transferred follows (in thousands):

Cash consideration	$	118,787
Equity consideration	$	238,591
Less: working capital adjustment	$	(449	)
Net assets acquired	$	356,929

Acquisition related costs are not included as a component of consideration transferred, but are expensed in the periods in which the costs are incurred.

Fair Value of Net Assets Acquired

Repligen has performed a preliminary valuation analysis of the fair market value of Spectrum’s assets to be acquired and liabilities to be assumed. Using the total consideration for the Spectrum Acquisition, Repligen has estimated the allocations to such assets and liabilities. The following table summarizes the allocation of the preliminary purchase price as of March 31, 2017 (in thousands):

Cash and cash equivalents	$	7,071
Marketable securities	$	990
Accounts receivable	$	6,245
Other receivables	$	3,271
Inventory	$	11,349
Prepaid expenses and other current assets	$	891
Fixed assets	$	16,736
Customer relationships	$	73,530
Developed technology	$	37,630
Trademark and tradename	$	2,140
Non-competition agreements	$	770
Deferred income tax	$	1,056
Other assets	$	988
Goodwill	$	222,091
Accounts payable	$	(1,287	)
Accrued liabilities	$	(2,248	)
Short term debt	$	(1,909	)
Long term debt	$	(1,534	)
Capital leases	$	(11,855	)
Accrued interest on capital leases	$	(136	)
Unrecognized tax benefit	$	(576	)
Estimated closing indebtedness	$	(7,004	)
Estimated transaction costs	$	(1,280	)
Fair value of net assets acquired		356,929

This preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma balance sheet and income statement and is subject to adjustment as purchase accounting is finalized. The final purchase price allocation will be determined when Repligen has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final allocation may include, but not be limited to: (1) changes in fair values of property, plant and equipment, (2) changes in allocations to intangible assets such as trade names, technology and customer relationships as well as goodwill and (3) other changes to assets and liabilities.

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4. Pro Forma Adjustments

This note should be read in conjunction with Notes 1, 2 and 3. Adjustments included in the pro forma columns include the following:

(a) To record an adjustment to cash of $118.3 million for the estimated cash portion of the transaction price.

(b) This adjustment represents the estimatedstep-up of Spectrum’s inventory by $2.5 million from the carrying value. The fair value calculation is preliminary and subject to change. After the acquisition, thestep-up in inventory fair value of $2.5 million will increase cost of sales as the inventory is sold. This increase is not reflected in the pro forma condensed combined statements of operations because it does not have a continuing impact.

(c) Reflects the adjustment of intangible assets acquired by Repligen to their estimated fair values of $114.1 million, with a continuing annual amortization impact of $7.8 million. As part of the preliminary valuation analysis, Repligen identified intangible assets, including developed technology, customer relationships, and trade names. The fair value of identifiable intangible assets is determined primarily using the “income approach,” which requires a forecast of all the expected future cash flows. These preliminary estimates of fair value and estimated useful lives will likely differ from final amounts Repligen will calculate after completing a detailed valuation analysis, and the difference could have a material effect on the accompanying unaudited pro forma condensed combined financial statements. Additionally, this represents an adjustment to add $746 thousand of intangible asset amortization related to the TangenX Acquisition for the period from January 1, 2016 to December 14, 2016.

(d) Reflects adjustment to remove Spectrum’s historical goodwill of $1.1 million and record goodwill associated with the Spectrum acquisition.

(e) To reflect the deferred tax liabilities resulting from the acquisition. The estimated increase in deferred tax liabilities of $43.7 million stems primarily from the fair value adjustments fornon-deductible intangible assets based on an estimated tax rate of 36%. This estimate of deferred income tax balances is preliminary and subject to change based on management’s final determination of the fair value of assets acquired and liabilities assumed by jurisdiction.

(f) Represents the elimination of the historical equity of Spectrum, and the increase to common stock and additional paid in capital resulting from the issuance of 6,154,000 shares of common stock at a price of $38.77 for the equity portion of the transaction price. The par value of common stock is $0.01 and results in a $62 thousand increase to common stock. The value in excess of par, or $238.6 million is recognized in additionalpaid-in capital. Potential variability in stock price could impact the final purchase price for accounting purposes.

(g) Represents elimination ofpre-existing accounts receivable and accounts payable between Spectrum and Repligen. The adjustment results in a decrease to accounts receivable of $295 thousand for Spectrum receivables from Repligen, and a $200 thousand and $28 thousand decrease to accounts payable and accrued expenses, respectively, for amounts Repligen owed to Spectrum. The resulting difference of $67 thousand is an increase to accumulated deficit.

(h) To adjust investment income to reflect foregone investment earnings on cash used to fund the acquisition. This results in reductions to other income by $174 thousand related to TangenX for the period from January 1, 2016 to December 31 2016, $722 thousand related to Spectrum for the year ended December 31, 2016 and $180 thousand related to Spectrum for the three months ended March 31, 2017. Foregone returns were calculated by applying the US Treasury Bill rate to the cash portion of the purchase price for each acquisition.

(i) This adjustment reflects the elimination of Repligen’s deferred tax asset valuation allowance. The acquisition of Spectrum results in the recognition of deferred tax liabilities of approximately $43.7 million related primarily to amortizable intangible assets. Because Spectrum will be included in Repligen’s consolidated tax return following the acquisition, Repligen has determined that the deferred tax liabilities related to the acquisition provide sufficient taxable income to realize the full amount of Repligen’s deferred tax assets of $21.3 million. However, the income tax benefit of $10.1 million related to the reduction in Repligen’s valuation allowance is not reflected in the pro forma statement of operations because it will not have a continuing impact.

(j) To adjust for intercompany revenue and cost of goods sold related to the sale of Spectrum products to Repligen, totaling $4.3 million for the year ended December 31, 2016 and $450 thousand for the three months ended March 31, 2017.

(k) Represents the increase to common stock from the issuance of 6,154,000 shares of common stock at a price of $38.77 for the equity portion of the transaction price.

(l) To adjust cost of goods sold by $59 thousand and $224 thousand for the portion of the TangenX inventorystep-up recognized in Repligen’s historical income statement for the post-acquisition period from December 15, 2016 to December 31, 2016 and the three months ended March 31, 2017, respectively, as it will not have a continuing impact.

(m) To reflect ongoing lease expense due tore-negotiation of leases tied to the transaction closing, assuming the transaction occurred on January 1, 2016. Savings are estimated at $739 thousand and $185 thousand for the year ended December 31, 2016 and three months ended March 31, 2017, respectively, and have been allocated to cost of revenue and SG&A at a 60/40 split.

(n) To remove capital leases on the historical Spectrum balance sheet as of March 31, 2017, assuming the transaction occurred on January 1, 2016, due to changes in the underlying lease terms, resulting in operating lease classification going forward. This adjustment results in net balance sheet reductions of $11.1 million, $11.9 million, and $136 thousand to the PP&E, short and long term capital lease liability, and short and long term accrued interest liability, respectively, as of March 31, 2017. The corresponding income statement impact for the year ended December 31, 2016 results in adjustments to reduce depreciation and interest expense by $237 thousand and $626 thousand, respectively, and to increase rent expense by $610 thousand. These adjustments reduced cost of revenue by $167 thousand, SG&A by $205 thousand and other expense by $626 thousand for the year ended December 31, 2016. The corresponding income statement impact for the three months ended March 31, 2017 results in adjustments to reduce depreciation and interest expense by $59 thousand and $157 thousand, respectively, and to increase rent expense by $153 thousand. These adjustments reduced cost of revenue by $42 thousand, SG&A by $51 thousand and other expense by $157 thousand for the three months ended March 31, 2017.

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(o) To adjust for $1.8 million of bonus expense paid upon the closing of the TangenX acquisition as it will not have a continuing impact. This amount was allocated 12% to R&D, 45% to SG&A and 44% to cost of revenue based on functional department allocations.

(p) Reflects the elimination of historical Spectrum debt arrangements in connection with a cash-free, debt-free acquisition.

(q) To adjust for estimated transaction costs of $6.0 million in connection with the Spectrum acquisition. The transaction cost amount has been recorded as an adjustment to retained earnings, and has not been reflected in the pro forma condensed consolidated income statement as these costs will not have a continuing impact.

(r) To adjust for $935k and $402k of transaction costs related to the TangenX acquisition recognized in the historical Repligen income statements for the 12 months ended December 31, 2016 and 3 months ended March 31, 2017, respectively, as these costs will not have a continuing impact.

(s) To adjust for bonuses totaling $470 thousand with four key executives tied to integration activities related to the transaction. The adjustment is reflected as an increase to accrued expenses and accumulated deficit. The pro forma statement of operations does not reflect the adjustment as it will not have a continuing impact on operations.

(t) This pro forma adjustment represents stock based compensation expense increases of $736 thousand and $184 thousand for the year ended December 31, 2016 and three months ended March 31, 2017, respectively, related to service and performance based restricted stock units issued to four key executives as part of the Agreement. The fair value of the awards assumes a stock price of $40, and will be recognized over post-combination service periods ranging from two to three years assuming the service and performance conditions are achieved.

(u) As explained in Note i, the acquisition of Spectrum will result in the reversal of the Company’s valuation allowance. This adjustment is to add back the 2016 partial valuation allowance reversal recorded by Repligen in the amount of $2.0 million since the combined group will not require a valuation allowance on the deferred tax assets.

(v) Represents an adjustment for the settlement of pre-existing receivables between Repligen and Spectrum. The adjustment results in a decrease to other receivables of $179 thousand for Repligen receivables from Spectrum, and a corresponding increase to accumulated deficit.

(w) Represents the adjustment to deferred tax assets and retained earnings of $5.3 million as a result of implementing the provisions of ASU 2016-09. This adjustment is required due to the reversal of the valuation allowance on Repligen’s deferred tax assets.

(x) To record the adjustment to deferred tax assets and retained earnings of $757 thousand related to transaction costs incurred by Repligen.

(y) Adjustment of $(2.8) million and $0.9 million for Spectrum Pro Forma Adjustments and TangenX Pro Forma adjustments, respectively, for the year ended December 31, 2016, represents the tax effect of pro forma adjustments. Adjustment of $(0.5) million for the quarter ended March 31, 2017 represents the tax effect of pro forma adjustments.

(z) To record the $97 thousand combined tax effect of R&D credits generated by the combined group and eliminate deductions for domestic production activities no longer taken due to the application of net operating loss carryforwards for the year ended December 31, 2016 resulting from the acquisition of Spectrum by Repligen.

(aa) To record the adjustment to accrued liabilities and deferred tax liabilities of $307 thousand related to impact of using Repligen net operating losses against Spectrum tax liability and impact of recalculating Spectrum AMT liabilities.

(ab) Reflects pro forma adjustments to reclassify long term deferred tax assets to long term deferred tax liabilities as after netting, the combined group will be in a net deferred tax liability position.

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