definiens: means ( i ) any Tax with respect to which the Company has filed or will file a Company Return witha member of any Seller Group on a consolidated basis pursuant to Section 1501 of the Code, ( ii ) any income orfranchise Tax relating to any Pre - Closing Tax Period payable to any state, local or foreign taxing jurisdiction in whichthe Company has filed or will file a Company Return with a member of any Seller Group on an affiliated, consolidated, combined or unitary basis with respect to such Tax, ( iii ) any Tax imposed on the Company solely by reason of havingbeen prior to the Closing Date a member of an affiliated, consolidated, combined or unitary group, ( iv ) any other Taximposed on or in relation to the Company or the Transferred Assets for any Pre - Closing Tax Period ; and ( v ) Sellers’share of any of the Transfer Taxes under Section 7.02(f ) . For the avoidance of doubt, shall include anyTax imposed on or in relation to Roche Kulmbach GmbH