definiens: means ( a ) any Liabilities ( including any Liabilities related toperformance or breaches of performance of any Contracts on or prior to the Effective Date ) of, arising out of or related to the Transferred Assets or the Licensed CuraGen Rights with respect toall periods on or prior to the Effective Date and, in the case of all Contracts ( including so - calledCRO agreements ), all Liabilities involving any treatment or monitoring or administrative activity- 7 -14322955.3.BUSINESSuSlDOCS 664S114vlas and to the extent any such treatment or monitoring or administrative activity relates to anypatient activity on or prior to the Effective Date, ( b ) any Liabilities ofCuraGen and its Affiliatesassociated with any assets or rights not transferred or licensed hereunder, ( c ) all Liabilitiesrelating to all Regulatory Trials arising prior to the Effective Date, including claims arising outof or resulting from a claim by a Third Party for death or bodily injury arising ( whether before, on or after the Effective Date ) in connection with the development, testing, manufacture orcommercialization of Products prior to the Effective Date, and ( d ) Taxes ( other than VAT ) ofCuraGen and its Affiliates with respect to all periods prior to the Effective Date