definiens: means all liabilities and obligations other than those specifically listed or described in the definition ofAssumed Liabilities, including, but not limited to ( in each case excluding those liabilities and obligations specificallylisted or described in the definition of Assumed Liabilities ), ( i ) any liabilities of the Company or its Subsidiaries whicharise out of facts, circumstances, occurrences, conditions, acts or omissions occurring on or prior to Closing, ( ii ) anyTaxes of the Company, its Subsidiaries or any of their respective Affiliates and any Tax related to the TransferredAssets, in each case for any Tax periods ( or portions thereof ) ending on or prior to the Closing Date, ( iii ) any liabilitiesarising from the manufacture, delivery or sale of any Finished Product where such activities were performed prior tothe Closing Date ( including liabilities related to rebates, chargebacks, recall, withdrawal, post - sale warnings, wholesaler fees, copay buydowns, product returns, copay discounts or otherwise arising from Product sold prior to theClosing Date ), ( iv ) any royalty or milestone obligations of the Company or its Subsidiaries accruing on or prior to theClosing, ( v ) any environmental liabilities of the Company or its Subsidiaries, ( vi ) any liabilities under or related to anyCompany Benefit Plan ( or any contract or assets relating thereto ), ( vii ) any liabilities with respect to employment, termination of employment, compensation, severance, vacation, sick leave and employee benefits of any nature owedto any current or former officer, manager, director, member, employee or independent contractor ( or any of theirrespective dependents or beneficiaries ) of the Company, its Subsidiaries or any of their respective Affiliates(including, without limitation, any Employee ) that relate to such individual ’s employment or service ( or the terminationthereof ) with the Company, its Subsidiaries or any of their respective Affiliates or any of their respectivepredecessors, whether or not such current or former officer, manager, director, member, employee or independentcontractor of the Company, its Subsidiaries or any of their respective 6 Affiliates becomes an employee of or other service provider to Buyer or any of its Affiliates, including, withoutlimitation, any obligation to pay or provide any current or former officer, manager, director, member, employee orindependent contractor ( or any of their respective dependents or beneficiaries ) of the Company, its Subsidiaries or anyof their respective Affiliates, any severance or change in control payments, transaction bonuses, retiree benefits, salary, wages or commissions ( including accrued vacation or paid time off ), or statutory entitlements ( including underthe WARN Act ), ( viii ) any liabilities to the extent relating to any Excluded Assets including, without limitation, theExcluded Contracts, ( ix ) any liabilities of the Company or its Subsidiaries related to any real property ( whether leasedor owned ), ( x ) any regulatory fees or other similar fees due and payable to the FDA or any other Governmental Entityprior to the Closing, subject to the provisions of Section 4.24, ( xi ) any Transfer Taxes payable by the Company or itsSubsidiaries in accordance with Section 1.9, ( xii ) any liabilities arising under the iCeutica Promissory Notes, ( xiii ) anyliabilities arising from, relating to or resulting from the Company Redemption ( including any related dissent or appraisalprocess ) and ( xiv ) any liabilities arising from, relating to or resulting from the China License and Supply Agreement ( itbeing understood that nothing herein shall preclude any Company Indemnified Party from making a claim against theBuyer under Section 6.2(b ) for a breach of Section 4.29 )