definiens: means all Liabili ties other than the Assumed Liabilities . Without li mitation of the foregoing, the Retained Liabilities shall inclu de the following : ( a ) all Liabilities to the extent relating to an y Excluded Assets ( and not otherwise constituting Assumed Liabilities ) ; ( b ) all Liabilities for ( i ) any and all Taxes in respect of any Product or otherwise related to the Transferred Assets that are attributable to any taxable period ( or portion thereof ) ending on or p rior to the Closing Date, ( ii ) any and all Taxes of the Seller, ( iii ) any and all Taxes of another person for whic h the Seller is liable, including Taxes for which the Seller is lia ble by reason of Treasury Regulations Section 1.150 2 - 6 ( or any comparable or similar provision of federal, state, local or foreign law ), being a transferee or succes sor, any contractual obligation or otherwise, and ( iv ) subje ct to Section 1.7, any and all income, transfer, sa les, use or other Taxes arising in connection with the consumma tion of the Contemplated Transactions ( including an y income Taxes arising as a result of the transfer by the Seller to the Buyer of the Transferred Assets ) ; ( c ) the Liabilities to the extent ( i ) arising or required to be performed under the Transferred Contracts prior to the Closing or ( ii ) relating to the breach of or default by the Seller that occurre d prior to the Closing ; and ( d ) the Liabilities with respect to any human cl inical study of a Product to the extent conducted by or on behalf of the Seller prior to th e Closing