definiens: means all Obligations of [COMPANY] and its Affiliates other than Assumed Liabilities, including : ( a ) any Obligations arising out of any claims by th e FDA, or any Governmental and Regulatory Authority that [COMPANY] has failed to fulfill [COMPANY] ’s -7- regulatory obligations in connection with the NDAs prior to the Closing Date ; ( b ) any Obligations arising out of the development, manufacture, marketing or sale of the Product prio r to the Closing Date ( except for Product Liability Clai ms expressly assumed by [COMPANY] under Article 11 ) ; ( c ) any Obligations that [COMPANY] expressly covenants and agrees to perform or Obligations as to which Li lly has expressly assumed liability pursuant to the pro visions of this Agreement, the Manufacturing Agreement, the Transition Services Agreement, Coope ration Agreement or in any other document delivered in connection herewith or therewith ; and ( d ) any Obligation arising under any Contract to wh ich [COMPANY] or any of its Affiliates is a party