definiens: means any and all liabilities, losses, expe nses, and costs of any kind whatsoever that are, or are in the nature of taxes, fees, assessments, or other govern mental charges, including interest, penalties, fine s and additions to tax imposed by any federal, state or l ocal government or taxing authority in the United S tates on or with respect to : ( a ) the Agreement or any related a greements or any future amendment, supplement, waiv er, or consent requested by the Company or any required by the Agreement with respect to the execution, deliv ery or performance of any thereof, or the issuance, acquis ition or subsequent transfer thereof, ( b ) the retur n, acquisition, transfer of title, storage, removal, replacement, s ubstitution, purchase, acceptance, possession, reje ction, ownership, delivery, non - delivery, use, operation, sale, abandonment, redelivery or other disposition of any interest in Products or any part thereof, ( c ) the r eceipts or earnings arising from any interest in Pr oducts or any part thereof, ( d ) any Page 19 payment made pursuant to this Agreement or to any P roducts, or ( e ) otherwise as a result of or by reas on of the transactions contemplated by this Agreement, exclud ing, however, taxes imposed upon ICS that are based upon or measured by gross or net income and any franchis e Taxes of ICS or any personal property taxes for P roducts or equipment owned by ICS