definiens: means ( A ) the liabilities and obligations of Seller related to the Business that appear onSchedule 1B of the Disclosure Schedule ; provided, however, that the Assumed Liabilities shall not include unlessotherwise disclosed in the Disclosure Schedule or expressly assumed by Buyer elsewhere in this Agreement : ( s ) anyaccount payable and any liability, obligation or commitment of Seller and its Affiliates for materials and servicesconnected to the manufacture, finishing, distribution and sale of any product to the extent such account payable, liability, obligations or commitment arose or accrued prior to the Closing Date ; ( t ) any liability arising out of or relatingto any product liability, breach of warranty, product recall or similar claim to the extent related to the Business or themanufacture or sale of Paclitaxel prior to the Closing Date by or on behalf of Seller or its Affiliates or otherwiserelated thereto ( including all proceedings relating to any such liabilities ) ; ( u ) any liability, obligation or commitment ofany kind arising out of or relating to employment, compensation or benefits for the employees of Seller or itsAffiliates prior to the Closing Date ; ( v ) any liability, obligation or commitment of any kind arising out of or relating toany contract, agreement, lease, license, commitment, sale and purchase order and other instrument ; ( w ) any liability, obligation or commitment of whatever kind and nature arising as a result of bulk active pharmaceutical ingredientPaclitaxel that is sold by Seller prior to the Closing and that is returned for any reason whatsoever ; ( x ) any liability, obligation or commitment of whatever kind and nature, primary or secondary, to the extent arising out of or relating to, directly or indirectly, the conduct of the Business by Seller but, in each case, only to the extent related to any periodprior to the Closing Date ; or ( y ) any liability or obligation of Seller under this Agreement ( or under any otheragreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of thisAgreement ) ; and ( B ) all liabilities associated with Buyer 's ownership, operation and use of the Acquired Assets andthe operation of the Business