definiens: shall mean ( a ) any Taxes, other than any Taxes described in clauses ( b ) and ( c ) of the definitionof Excluded Taxes, imposed on or payable by the Company and its Subsidiaries with respect to any Pre - Closing Period forwhich the Tax Return is due ( taking into account extensions ) after the Closing Date, but only to the extent that both ( A ) suchTaxes are shown as due on such Tax Return as filed and ( B ) for any such Tax Return that is an Income Tax Return for the Taxyear ended on or before December 31, 2008, the amount shown as due on such Tax Return as filed is not in excess of thereserve for accrued but unpaid Income Taxes on the face of the 2008 Balance Sheet ( rather than any notes thereto ) and ( b ) anyTaxes arising out of, on account of, or relating to, the Generic Product