definiens: means all Liabilities of Seller or any of its Affiliates other than the Assumed Liabilities, and shall include, notwithstanding anything else herein, ( i ) subject to Section 5.8 of this Agreement and Section 3.4 ofthe Transitional Services Agreement, any Liability for Taxes of Seller or any of its Affiliates ( whether or not incurredprior to, on, or after, the Closing Date ) ; ( ii ) any Liability for Taxes related to the Product Business or the PurchasedAssets attributable to the Pre - Closing Tax Period ; ( iii ) any Liability of Seller or any of its Affiliates for Taxes of anyPerson as a transferee, successor, by contract or otherwise, in the case of ( i)-(iii ), other than as described inSection 5.8.2 hereof ; ( iv ) all Liabilities of Seller and its Affiliates ( a ) arising under this Agreement or the AncillaryAgreements or ( b ) from the consummation of the transaction contemplated hereby and thereby ; ( v ) all Liabilitiesarising out of claims, including product liability or similar claims, of Third Parties in respect of the marketing, promotion or sale of the Product ( whether or not defective ) prior to the Closing, or the use after the Closing of anyProduct sold prior to the Closing, and all Liabilities arising out of claims of Third Parties due to or relating to any recallof any Product sold prior to Closing ; ( vi ) all Liabilities of Seller and its Affiliates under or to the extent related 4THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF ACONFIDENTIAL TREATMENT REQUEST . REDACTED MATERIAL IS MARKEDWITH [ * ] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION