definiens: means ( a ) any liabilities of any of the Asset Sellers accrued prior to or as ofthe Closing Date with respect to Bonus Obligations, ( b ) any liabilities of any of the Asset Sellersand their Affiliates arising out of any personal injury and/or death or damage to property relatingto the Products marketed, distributed, sold or otherwise provided by, or on behalf of, any of theSellers or their Subsidiaries to the extent Insurance responds to any claims with respect to suchliabilities that arise prior to the Closing, ( c ) any Intercompany Payables that are liabilities of theAsset Sellers, ( d ) Sellers ' pension liabilities ( except for liabilities with respect to pensions to betransferred under 0 ), ( e ) Tax liabilities of the Asset Sellers for which the Sellers are responsibleunder 0, ( f ) accruals for U.S. audit fees related to the audit by BDO Seidman, LLP of Seller'sconsolidated financial statements for the year ended December 31, 2005, ( g ) any liabilities of anyof the Asset Sellers relating to the Animal Health Business, the API Business, the BrandedPharmaceutical Business, the Parmed Business or the research, development or manufacture ofVancomycin, ( h ) any Indebtedness of any of the Asset Sellers, ( i ) any liabilities of any of theAsset Sellers to any current or former stockholder of any of the Asset Sellers to the ownership orissuance of any capital stock or other equity interest of the Asset Sellers, ( j ) any liabilities of anyof the Asset Sellers relating to any reports, schedules, forms, statements or other documents filedby Seller or any of its Subsidiaries with the SEC, ( k ) any liabilities of any of the Asset Sellers withrespect to ISRA and any regulatory filings, site investigation or site remediation activities requiredpursuant to ISRA, including but not limited to ISRA Compliance obligations under this Agreementexcept to the extent arising from releases of Hazardous Substances occurring after the ClosingDate, and ( l ) any liabilities of any of the Asset Sellers or their Affiliates to pay any fees orcommissions to any broker, finder or agent with respect to the transactions contemplated by thisAgreement or the Ancillary Agreements