definiens: shall mean all debts, obligations, and other liabilities of Seller and its Affiliates ( all of which areexpressly excluded from the purchase and sale of the Assets contemplated hereby ), other than the Assumed Liabilities . For thesake of clarity, Excluded Liabilities shall include ( i ) any liability or obligation of Seller under this Agreement or the otherTransaction Documents, ( ii ) any liability or obligation of Seller, including all product liability claims, in respect of Producttested, manufactured, distributed, or sold prior to the Closing Date, ( iii ) any liability or obligation of Seller in respect ofclinical trials involving the Product or prototypes of the Product to the extent such liability arises in connection with theconduct of any clinical trial before or on the Closing Date and ( iv ) all other liabilities of Seller other than as expresslycontemplated by the definition of - 3 - shall mean the U.S. Food and Drug Administration, or any successor entity thereto