definiens: means all liabilities and obligations of the Company : ( a ) arising from any Finished Product manufactured afte r the Closing Date ( including liabilities related to any recall, withdrawal or po st - sale warnings ) ; ( b ) arising under the Assumed Contracts on and after th e Closing ( including the royalty and milestone payment obligations set forth on Sche dule 1.3(b ) accruing after the Closing ), excluding any liabilities and obligations resulting from ( i ) any material breach or violation of any Assumed Contrac t by the Company occurring prior to the Closing or ( ii ) any act or omission by the Company occurring prior to t he Closing that would have constituted a breach or vio lation by the Company upon notice or passage of tim e under any Assumed Contract ; ( c ) arising from any post - market commitments pursuant t o the NDA for the Product ; ( d ) any Transfer Taxes payable by the Buyer in accordan ce with Section 1.8 ; and ( e ) arising out of the outstanding litigation in the U. S. District Court for the District of New Jersey, Civil No . 2:14 - cv 04409 — FSH - JBC Luitp old Pharmaceuticals, Inc. v. Apotex Corp. and Apote x Inc. and Recordati Ireland Limited ( the ) other than any legal fees or other out - of - pocket expenses incurred prior to the Closing with respect to the Paragraph IV Litigation