definiens: means those liabilities and obligations arising from or relating to ( i ) the negotiation, investigation and performance by or on behalf of [COMPANY] of this Termination Agreement, the Transaction Documentsand the consummation of the transactions contemplated hereby and thereby, ( ii ) Product or the Assets if suchobligations or liabilities are made or brought or arise from facts first occurring prior to the Closing Date, ( iii ) anycontract to which [COMPANY] or any of its Affiliates are a party or by which [COMPANY] or any of its Affiliates is bound that is notan Assigned Material Contract, ( iv ) obligations or liabilities arising out of product liability and warranty claims or anyclaim for injury to any person or property involving the Products used, sold, or otherwise distributed by or on behalfof [COMPANY] or its Affiliates prior to the Closing Date, ( v ) any and all ( A ) Taxes relating to the Business, the Assets orthe Assumed Liabilities for any taxable period ending on or prior to the Closing Date and ( B ) other Taxes of [COMPANY] orany of its Affiliates for any taxable period, ( vi ) [COMPANY] accounts payable, accrued expenses or other current liabilities,(vii ) amounts owing under [COMPANY] ’s and its Affiliates ’ intercompany account balances, including those related to theProduct, ( viii ) obligations relating to employees of [COMPANY] or its Affiliates, including obligations with respect to anysalary, wages, or other compensation, withholding taxes of employees, termination and severance pay, paymentsrelated to pension and pension funds, and all vacation and medical or other benefits, and ( ix ) all liabilities andobligations that arise out of any Post - Closing Material Contract ( A ) prior to the earlier of ( i ) the assignment thereof toParent or ( ii ) the thirty - first ( 31st ) day following Closing and ( B ) as a result of ( I ) the gross negligence, intentionalmisconduct, failure to comply with applicable law, rule, or regulation, or material breach of such Post - ClosingMaterial Contract on the part of [COMPANY] or any Affiliate thereof or ( II ) any actions or omissions of [COMPANY] or any Affiliatethereof that are in bad faith or otherwise materially inconsistent with any reasonable written direction of BDSI withrespect to such Post - Closing Material Contract