definiens: means, subject to Section 1.03(b ), all obligations, liabilitiesand commitments of any nature, whether known or unknown, express or implied, primary or secondary, director indirect, liquidated or unliquidated, absolute or contingent, accrued or unaccrued or due or to become due(collectively, ), arising out of, relating to, resulting from or in connection with ( x ) the development, manufacturing, marketing, commercialization, distribution or sale of the Products, and/or ( y ) the ownership oruse of the Transferred Assets, in the case of each of clauses ( x ) and ( y ) by Purchaser Group from and afterthe Closing Date, including : ( i ) all Liabilities arising out of, relating to, resulting from or in connection with theperformance by Purchaser Group under the Transferred Contracts from and after the Closing Date ; ( ii ) all Liabilities for patent infringement, product liability, breach of warranty andsimilar claims ( including all Proceedings in respect of such Liabilities ) arising out of, relating to, resulting from or in connection with any Products manufactured, marketed, commercialized, distributed or sold by Purchaser Group from and after the Closing Date ; ( iii ) all Liabilities arising out of, relating to, resulting from or in connection with anyreturns, rebates or chargebacks ( including the processing thereof ) that occur after the Closing Date tothe extent attributable to Products distributed or sold by Purchaser Group from and after the ClosingDate ; ( iv ) all Liabilities arising out of, relating to, resulting from or in connection with anyrecalls or market withdrawals ( whether voluntary or involuntary ) that occur after the Closing Date tothe extent attributable to Products distributed or sold by Purchaser Group from and after the ClosingDate ; 2 ( v ) all Taxes arising out of, relating to, resulting from or in connection with theTransferred Assets ( other than Excluded Taxes ) ; ( vi ) the portion of Transfer Taxes for which Purchaser is responsible pursuant toSection 9.01(d ) ; and ( vii ) the portion of Government Rebates for which Purchaser is responsible pursuant toSection 2.04(d )