definiens: as that term is defined in Rule 405 promulgated under the 1933 Act ; ( vii)notwithstanding anything to the contrary herein : ( A)Nabi and each of its Subsidiaries have timely filed all material Tax Returns required to be filed by it, orrequests for extensions to file such Tax Returns have been timely filed or granted and have not expired, and all such Tax Returns are complete and accurate in all material respects ; ( B)Nabi and each of its Subsidiaries have timely paid all Taxes shown as due on the Tax Returns referred toin clause 10.1(d)(vii)(A ) ; Page 47Merger Implementation Agreement ( C)Nabi and each of its Subsidiaries have withheld and timely paid to the applicable Tax authority orGovernmental Agency all Taxes required to have been paid in connection with amounts paid or owing toany employee except with respect to matters contested in good faith and except such failures to withholdand timely pay as are not, individually or in the aggregate, reasonably likely to be a Nabi MaterialAdverse Change ; ( D)neither Nabi nor any of its Subsidiaries have any material liability for any unpaid Taxes which has notbeen accrued for or reserved in the financial statements included in the most recent Nabi SEC Reports ; ( E)no requests for waivers of the time to assess any Taxes against Nabi or any of its Subsidiaries have beengranted or are pending ; ( F)no audits or other proceedings by any Governmental Agency or Tax authority are presently pending or, to the knowledge of Nabi, threatened with regard to any Taxes or Tax Returns of Nabi or its Subsidiaries ; ( G)Nabi has made available to Biota complete and accurate copies in all material respects of all material TaxReturns filed by or on behalf of Nabi or its Subsidiaries for all years for which the applicable statute oflimitations has not expired, and any amendments thereto ; ( H)there are no liens for Taxes upon the assets of Nabi or its Subsidiaries, other than liens for current Taxesnot yet due and payable ; ( I)neither Nabi nor any of its Subsidiaries is or has been a within the meaning of section 897(c)(2 ) of the Code during the applicable period specifiedin section 897(c)(1)(A)(ii ) of the Code ; ( J)neither Nabi nor any of its Subsidiaries is required to include any adjustment in taxable income for anytax period ( or portion thereof ) pursuant to Section 481 or 263A of the Code or any comparable provisionunder state or foreign tax Laws as a result of transactions or events occurring prior to the Effective Date ; ( K)neither Nabi nor any of its Subsidiaries is party to a contract or agreement relating to allocating orsharing of Taxes ; ( L)neither Nabi nor any of its Subsidiaries has any material deferred or unearned income that will bereportable in a taxable period beginning after the Effective Date that is attributable to a transaction thatoccurred prior to the Effective Date, including but not limited to, any ( x ) instalment sale or opentransaction disposition made on or prior to the Effective Date, or ( y ) prepaid amount received on or priorto the Effective Date ; ( M)no material unresolved claim has ever been made by a Tax authority or Governmental Agency in ajurisdiction where Nabi or any of its Subsidiaries does not file Tax Returns that such entity is or may besubject to taxation by that jurisdiction . Except as fairly disclosed in Nabi Disclosed Information, Nabidoes not have and has not had a permanent establishment in any foreign country, as defined in anyapplicable Tax treaty or convention between the United States and such foreign country ; ( N)neither Nabi nor any of its Subsidiaries ( i ) has been a member of an within themeaning of Code Section 1504(a ) filing a consolidated federal income Tax Return ( other than a groupthe common parent of which was Nabi ) or ( ii ) has any liability for the Taxes of any person or entity(other than Nabi and its Subsidiaries ) under U.S. Treasury Regulations Section 1.1502 - 6 ( or any similarprovision of state, local, or foreign law ), as a transferee or successor, by contract, or otherwise ; Page 48Merger Implementation Agreement ( O)neither Nabi nor any of its Subsidiaries has distributed stock of another person or entity, or has had itsstock distributed by another person or entity, in a transaction that was purported or intended to begoverned in whole or in part by Code Sections 355 or 361 ; and ( P)no Nabi Tax Returns contain any position which is or would give rise to substantial understatementpenalties under Section 6662 of the Code ( or any corresponding provision of state, local or foreign Taxlaw )