definiens: within the meaning of Section 897(c)(1 ) of theCode ; ( e ) no election under U.S. Treasury Regulation Section 301.7701 - 3 of the Code has been filed with respect tothe Company ; ( f ) since 1 January 2006, no written claim has been made by a Governmental Authority in a jurisdiction wherethe Company has not filed Tax Returns that the Company is or may be subject to material taxation by thatjurisdiction ; ( g ) the Company does not have any material Liability for the Taxes of any Person under Regulation 1.1502 - 6(or any similar provision of state, local or foreign law ) as a transferee or successor or by contract ; ( h ) the Company is in compliance in all material respects with all outstanding rulings and advance pricingagreements with each tax authority ; and ( i ) ( A ) Subsection ( A ) of Section 4.9(i ) of the Seller Disclosure Letter sets forth the Company ’s calculation as ofthe Signing Date ( prepared in good faith using the assumptions and principles detailed in Section 4.9(i ) ofthe Seller Disclosure Letter ) of the percentages that the Company and its Swiss Affiliates are deemed to ownfor Swiss and U.S. income tax purposes of the intellectual property ( the ) of theproducts set forth on Section 4.9(i)(A ) of the Seller Disclosure Letter and ( B ) Subsection ( B ) ofSection 4.9(i ) of the Seller Disclosure Letter sets forth the Company ’s reasonable estimate as of the SigningDate ( prepared in good faith using the assumptions and principles detailed in Section 4.9(i ) of the SellerDisclosure Letter ) of Swiss IP Ownership % of the products set forth on Section 4.9(i)(B ) of the SellerDisclosure Letter