definiens: means any and all Liabilities of Seller and/or an y of its Affiliates that are not expressly included in the definition of Assumed Lia bilities, including, but not limited to : ( a ) any and all Liabilities relating to the Purcha sed Assets to the extent arising prior to or on the Effective Date ; ( b ) any and all Liabilities with respect to taxes that arose prior to or on the Effective Date ; ( c ) any and all Liabilities arising out of or othe rwise relating to the employment or service of any person ; ( d ) any and all Liabilities under this Agreement o r incurred in connection with the negotiation or consummation of this Agreement ; ( e ) any and all Liabilities to the extent arising out of events, transactions, facts, acts or omissio ns which occurred prior to or on the Effective Date ; ( f ) any Liabilities related to assets that are not Purchased Assets ; ( g ) all Liabilities to [ * * * * * ] with respect to the Patent Rights ; and ( g ) any and all Liabilities for performance under the JDLA prior to the Effective Date as defined in the Termination Agreement