definiens: shall mean, refer to and include the following liabilities of each Transferor, as the case may be ( but specifically excluding theExcluded Liabilities ( as defined in Section 2.2(c ) hereof ) ): ( i ) all obligations, duties and liabilities of Transferors continuing after the Closing under the Assumed Contractswhich become due and payable or are required to be performed after the Closing Date, except to the extent arising from anybreach or default occurring prior to the Closing Date ; ( ii ) all obligations, duties and liabilities of Transferors arising prior to the Closing under the Assumed Contractsexpressly listed or described on Schedule 2.2(b)(ii ) ; ( iii ) all liabilities related to the Contributed Assets to the extent arising from or related to any facts orcircumstances occurring after the Closing Date ; ( iv ) all liabilities related to the Contributed Assets to the extent arising prior to the Closing Date expressly listed ordescribed on Schedule 2.2(b)(iv ) ; ( v ) all liabilities owed by Astral or Alliance to Stephen Chang, Ph . D, Dan Smith and Bill Phillips ( the ) expressly listed or described on Schedule 2.2(b)(v )