definiens: shall mean the JV US Holdings Shares, the JV VaxShares and all right, title and interest of Ciba, CCorp and Ciba 's subsidiariesin any intangible assets held for the beneﬁt of such entities by Ciba and itssubsidiaries . At the Closing, Ciba and the Company shall enter into anagreement, in form and substance reasonably satisfactory to Ciba and theCompany, pursuant to which Ciba will agree to indemnify the Company and itsaﬃliates and hold then harmless from all liability for taxes of Ciba or anyother person which is or has been aﬃliated with Ciba ( other than JV USHoldings or the Biocine Company or any subsidiary of the Biocine Company)resulting from JV US Holdings or any subsidiary thereof having been a member ofa < PAGE > 7 combined, consolidated or unitary group on or prior to the Closing Date.combined, consolidated or unitary group on or prior to the Closing Date