definiens: means only the following Liabilities ( to the extent not paid prior to the Closing ): ( a ) the Liabilities of the Seller s under the Assumed Agreements to the extent such Liabilities ( i ) become due and payable after the Closing ; ( ii ) d o not arise from or relate to any breach by the Sellers of any provision of any of such Assumed Agreements ; and ( i ii ) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitut e or result in a breach of any of such Assumed Agre ements ; ( b ) all Liabilities that are incurred and arise aft er the Closing from the operation by Buyer of the P urchased Assets after the Closing ; ( c ) all Liabilities which become due and owing on or after the Closing Date by the Acquired Entities ; ( d ) diligence, milestone, royalt y and patent maintenance obligations which become d ue on or after the Closing Date pursuant to the terms of the Merger Agreement between TLOG and Shape Pharmaceuticals, Inc., et.al . dated April 17, 2014 ( the ) ; the License Agreement among Shape Pharmaceuticals, Inc., Harvard University and Dana - Farber Cancer Institute, dated October 7, 200 8 ( the ) ; the Amended and Restated License Agreement betw een TLOG and Princeton University, dated October 6, 2006 ( the ) ; the Licence Agreement between TLOG and the Walt er & Eliza Hall Institute for Medical Research, dated January 1, 2014, as amended ( the ) ; and the Definitive Agreement between Shape Pharmaceuticals, Inc. and t he Leukemia & Lymphoma Society, dated June 24, 2010, as amended ; ( e ) all Transfer Taxes ; and ( f ) all Tax es that are incurred and arise after the Closing fr om the ownership, possession, use, operation or sale or ot her disposition by Buyer of the Purchased Assets or the Business after the Closing, other than Pre - Closing AE Taxes