definiens: means the following:(a)any obligations and Liabilities under the Business Contracts to the extent that suchobligations or Liabilities are incurred or fall due to be performed, or arise in respect of theperiod or should have been performed, before Closing;(b)any act, default or omission in respect of any Business Contract committed by the Seller, any Asset Seller or any other member of the Seller Group occurring before Closing;(c)all obligations and Liabilities arising in connection with any claim for refund or request forreplacement Product from a customer, whether received before or after Closing, in respectof any Product sold before Closing;(d)all Liabilities arising in connection with the condition, as of the Closing Date in the ExistingStock, or any defect arising prior to the Closing in the Existing Stock, save for thoseclaims for refund or request for replacement Products and Liabilities foreseen underClause 10.2(b ) ; ( e)all Liabilities, obligations, loss, damages, commitments, payments, Costs and expenses inrespect of any claim, action, demand, proceeding or investigation arising out of or relatingto the Products ( including, for the avoidance of doubt and without limitation, thecommercialization of the Products and any Liabilities and Costs related to a recall of anyProducts sold prior to the Closing Date, if such recall is initiated by the Seller or at therequest of a Governmental Entity ), or the sale, use or lease of any of the Business Assets, in each case where such claim, action, demand, proceeding or investigation ( asapplicable ) relates to or arises from any action or omission by the Seller or any AssetSeller or any other member of the Seller Group ( or any of their agents specifically relatedto the Business and the Products, including contract manufacturers ) occurring beforeClosing;(f)any Liability of any member of the Seller Group to make an actual payment of Tax inrelation to any period ending before Closing;(g)all obligations and Liabilities arising in connection with any coupons, rebates, overriderarrangements or chargebacks relating to any Product sold by the Seller or any AssetSeller or any other member of the Seller Group before the Closing ; and(h)all other Liabilities and obligations which are incurred or arise in respect of the periodbefore Closing in respect of the Business and the Business Assets or that relate to or arisefrom any contract of the Seller or any member of the Seller Group that is not a BusinessAsset