definiens: means ( i ) Liabilities for Taxes relating to, or in respect of theRhofade Business, the Rhofade Assets, the Non - Rhofade Assigned Patents or the RhofadeLicensed Patents in respect of any Pre - Closing Tax Period, and, with respect to any StraddlePeriod, all such Liabilities for Taxes allocable to the portion of such taxable period ending onthe Closing Date as provided in Section 6.2.5, ( ii ) all Taxes of Seller or any of its Affiliates, orfor which Seller or any of its Affiliates is liable, for any taxable period, and ( iii ) all Taxesrelating to the Excluded Assets or Excluded Liabilities for any taxable period ; in each caseother than ( a ) Taxes allocable to a Post - Closing Tax Period pursuant to Section 6.2.5 or HCRFees for which Buyer is responsible pursuant to Section 6.2.7, ( b ) Transfer Taxes for whichBuyer is responsible pursuant to Section 6.2.1, ( c ) Liabilities for Taxes resulting directly orindirectly from any post - Closing change made by Buyer or any of its Affiliates ( other than inthe ordinary course of business ) in a tax election that has7Confidential and ProprietaryCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THISEXHIBIT . THE COPYFILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITYREQUEST