definiens: shall mean all Liabilities of Seller or of any of its Affiliates other than the Assumed Liabilities, including all of the following Liabilities:(i ) all Liabilities to the extent arising out of, relating to, or otherwise in respect of, ( A ) the Purchased Assets or the Product in respect ofthe period before the Closing, including Liabilities arising out of Seller ’s breach of the Assigned Agreements prior to the Closing, ( B ) Seller’sbusiness, assets and operations prior to the Closing, ( C ) any Product sold prior to the Closing or ( D ) the Product prior to the Closing;(ii ) all Liabilities under the Product Approvals during the period before the Closing or any other Liabilities relating to the period prior toClosing;(iii ) all Liabilities incurred as a result of any Legal Proceedings or violation of Law ( regardless of when asserted or initiated ) to theextent arising out of, relating to, or otherwise in respect of ( A ) any action, omission, occurrence, event, circumstance or condition relating tothe Product, the marketing or sale of the Product or the ownership or operation of the Purchased Assets that occurred or existed at or beforethe Closing ( whether asserted before, at or after the Closing ) or ( B ) Seller ’s business, assets and operations, the Product or the PurchasedAssets to the extent the basis for such Legal Proceedings or violations arose out of, or related to, or is otherwise in respect of, any actions oromissions that occurred prior to the Closing ( other than the Assumed Liabilities);(iv ) all Liabilities incurred as a result of any actual or alleged infringement before the Closing ( and not after the Closing ) of any Patent, Copyright, Trademark or other Intellectual Property right of any third party by reason of the marketing or sale of the Product ( regardless ofwhen asserted or initiated ) to the extent arising out of, relating to, or otherwise in respect of, any action, omission, occurrence, event, circumstance or condition relating to the marketing or sale of the Product or the ownership or operation of the Purchased Assets thatoccurred or existed at or before the Closing ( whether asserted before, at or after the Closing);(v ) all Liabilities arising out of, relating to, or otherwise in respect of, the Excluded Assets ; and Page 9 of 30(vi ) any other Liabilities not expressly assumed by Purchaser pursuant to Section 2.3(a )