definiens: means all Liabilities ( other than the Excluded Liabilities ) to theextent arising out of, in respect of or relating to:(a ) the ownership of the Rhofade Assets and Non - Rhofade Assigned Patents, and thelicense of the Rhofade Licensed Patents, in each case from and after the Closing;(b ) the research, development, manufacture, marketing, production, importation, saleor other Exploitation of the Earnout Products from and after the Closing ( including the salefrom and after the Closing of any Rhofade Product manufactured prior to Closing andincluded in the Rhofade Product Inventory);(c ) the Liabilities of Seller or its Affiliates under the Rhofade Contracts that arise fromand after the Closing ( including any diligence obligations and any obligations to makemilestone, royalty, earnout or other payments under the Rhofade Contracts from and afterthe Closing);(d ) the operation or conduct of the Rhofade Business from and after the Closing;(e ) the sale of Rhofade Product bearing the Seller NDC Number from and after theClosing ( regardless of when such Rhofade Product was manufactured ) ( except as set forthin clause ( j ) of Excluded Liabilities);(f ) the costs and expenses to the extent related to returned Rhofade Product forwhich Buyer is responsible pursuant to Section 6.5;(g ) any Action related to the Rhofade Contracts to the extent arising out of events oractions2Confidential and ProprietaryCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THISEXHIBIT . THE COPYFILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITYREQUEST