definiens: : means the agreements listed in Exhibit 3 under the heading For the avoidance of doubt, shall not include any agreements or contracts of Seller that are not explicitly scheduled in Exhibit 3 hereto under the heading : means, collectively, all of the followin g liabilities, in each case to the extent related to and solely accruing during the pe riod beginning immediately after the Closing Date in connection wi th the ownership of the Purchased Assets or the manufacturing, Developm ent or Commercialization of a Pro duct by Buyer, its Affiliates or its Licensees, but in all cases excluding the Retained Liabilities and the other obligations retained by Seller pursuant to Section 2.8 or any other Transaction Documents : ( i ) subject to Section 3.11, all liabilities to the extent arising out of or relating to the Assumed Co ntracts ; ( ii ) all liabilities in respect of any lawsuits, claims, act ions or proceedings to the extent arising out of or relating to the manufactur e, Development or Commercialization of Products or the ow nership, sale, lease or use of any of the Purchased Assets ; ( iii ) all liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such liabilities, to th e extent arising out of or rel ating to any and all Products ; ( iv ) all liabilities for taxes to the extent arising out of or relating to or in respect of any Product or any Purchased Asset after the Closing Date ; and ( v ) all other lia bilities and obligations of whatever kind and nature, primary, secondary, direct or indirect, absolute or contingent, known or unknown, whether o r not accrued, to the extent arising out of or relating to the Product or Purchased Assets . For the avoidance of doubt, Assumed Liabilities shall n ot include Exclud ed Taxes