definiens: means any and all Liabilities relating to orarising out of the conduct of the Business prior to the Closing, and any otherLiabilities of Seller or any of its Affiliates, whether or not related to theBusiness, that are not Assumed Liabilities, including, without limitation, ( a)any Liability arising out of or relating to, directly or indirectly, clinicaltrials conducted by Seller prior to the Closing and any infringement, misappropriation or violation by Seller of the Intellectual Property right ofany other Person prior to the Closing, ( b ) any Liability ( i ) arising prior tothe Closing under, or incurred as a result of an action taken prior to theClosing by any party to, any of the Contracts set forth on Annex A attachedhereto, as amended from time to time pursuant to the terms of this Agreement or(ii ) arising under, or incurred prior to or following the Closing as a result ofany action taken by any party to, any Contract ( other than the Contracts setforth on Annex A attached hereto, as amended from time to time pursuant to theterms of this Agreement ), including, without limitation, Liabilities under theSecurities Payment Agreement with AAI, ( c ) any Liability related to theInventory arising prior to the Closing, ( d ) any Liability of Seller for Taxes(with respect to the Acquired Assets or otherwise ), including, withoutlimitation, any Liability of Seller for the unpaid Taxes of any Person underReg . Section 1.1502 - 6 ( or any similar provision of state, local, or foreignlaw ), as a transferee or successor, by contract or otherwise, but excluding anyTaxes that are Assumed Liabilities, ( e ) any Liability of Seller under any bulktransfer law of any jurisdiction, under any common law doctrine of de factomerger or successor liability, or otherwise by operation of law, ( f ) anyobligation of Seller to indemnify any Person by reason of the fact that suchPerson was a director, officer, employee, or agent of Seller and was serving atthe request of Seller as a partner, trustee, director, officer, employee, oragent of another entity ( whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, orotherwise and whether such indemnification is pursuant to any statute, charterdocument, bylaw, agreement, or otherwise ), ( g ) any Liability of Seller for costsand expenses incurred in connection with this Agreement and the transactionscontemplated hereby, ( h ) any Liability of Seller or any ERISA Affiliate arisingunder or in connection with or related to any Employee Benefit Plan, including, without limitation, any Liability arising under COBRA or Title IV of ERISA, ( i)any Liability of Seller to employees or former employees of Seller, including, without limitation, the obligations to pay the Disposition Bonuses, Stay Bonusesand Severance Benefits under the Stay Agreements and the Employment Agreements,(j ) any Liability of Seller to any stockholder or holder of any rights oroptions to subscribe for or to purchase any shares of the Seller 's capital stockpursuant to any shareholder agreement, stock option plan or warrant agreement;(k ) any Liability of Seller arising under the Leases, and ( l ) any Liability orobligation of Seller under this Agreement or any other agreement or arrangementcontemplated herein