definiens: means, withoutduplication, all liabilities and obligations of the Company and its Subsidiaries : ( a ) arising from the manufacture, delivery or sale of any Finished Product, where such activitiesare performed on or after the Closing Date ( including liabilities related to rebates, chargebacks, recall, withdrawal, post - sale warnings, wholesaler fees, copay buydowns, product returns, copay discounts or otherwise for Product soldon or after the Closing Date ), ( it being understood that any and all liabilities arising from the manufacture, delivery orsale of any 5 Finished Product where such activities are performed prior to the Closing Date shall be Excluded Liabilities such that, as an example, in the case of any Finished Product that is transferred to the Buyer at the Closing, liabilities arisingfrom the manufacture of such Finished Product prior to the Closing Date shall be Excluded Liabilities and liabilitiesarising from the delivery or sale of any such Finished Product on or after the Closing Date shall be AssumedLiabilities ) ; ( b ) arising out of user or other similar fees payable to FDA or other Governmental Entity to theextent such fees are payable or obligated to be paid on account of the operation of the Business on or after theClosing Date, subject to Section 4.24 to the extent the Company or any of its Subsidiaries paid any such fees prior toClosing Date ; ( c ) under the Assumed Contracts relating to periods from and after the Closing, excluding anyliabilities and obligations resulting from ( i ) any material breach or violation of any Assumed Contract occurring prior tothe Closing or ( ii ) any act or omission occurring prior to the Closing that would have constituted a breach or violationupon notice or passage of time ( or both ) under any Assumed Contract ; and ( d ) referenced on Schedule 1.3(d )