definiens: shall mean the ( a ) Retained Japanese Rights ; ( b ) all Contracts other than the Assigned Contracts provided that upon assignment of the Vetter Agreement to the Buyer, the Vetter Agreement shall be an Assigned Contract ; and ( c ) all inventory of Product other than that listed in Part 1 of Schedule 2.4(b ) shall mean all debts, obligations, taxes, duties and liabilities of Seller and its Affiliates ( all of which are expressly excluded from the purchase and sale contemplated hereby ), other than the Assumed Liabilities . For the sake of clarity, Excluded Liabilities shall include ( i ) any liability or obligation of Seller under this Agreement and the other Transaction Documents, ( ii ) any payment or credit obligation under an Assigned Contract which arises after Closing but which relates to sales occurring, or services or activities conducted prior to, Closing, and ( iii ) all other liabilities of Seller other than as expressly contemplated by the definition of shall mean the U.S. Food and Drug Administration, or any successor entity thereto