definiens: means any and all liabilities, losses, expenses, and costs of any kind whatsoever that are, or are inthe nature of taxes, fees, assessments, or other governmental charges, including interest, penalties, finesand additions to tax imposed by any federal, state or local government or taxing authority in the UnitedStates on or with respect to : ( a ) the Agreement or any related agreements or any future amendment, supplement, waiver, or consent requested by the Company or any required by the Agreement with respectto the execution, delivery or performance of any thereof, or the issuance, acquisition or subsequent transferthereof, ( b ) the return, acquisition, transfer of title, storage, removal, replacement, substitution, purchase, acceptance, possession, rejection, ownership, delivery, non - delivery, use, operation, sale, abandonment, redelivery or other disposition of any interest in Products or any part thereof, ( c ) the receipts or earningsarising from any interest in Products or any part thereof, ( d ) any payment made pursuant to this Agreementor to any Products, or ( e ) otherwise as a result of or by reason of the transactions contemplated by thisAgreement