definiens: shall mean any liabilities or expenses related to the Purchased Assets incurred after the Closing Date, including without limitation any fees, expenses or obligations under the Assigned Contract ( other than any liability arising out of or resulting from a breach that occurred prior to or upon the Closing ), fees and expenses for prosecuting or maintaining any Transferred Patent Rights, and any losses, obligations, claims or damages arising out of or resulting from Buyer 's or its Affiliate 's practice of the Seller Manufacturing Process or use, license or exploitation of the Purchased Assets or Licensed Technology ( including, without limitation, the manufacture, use or sale of Royalty Bearing Products by Buyer, its Affiliates or Sublicensees ) . For the avoidance of doubt, Post Closing Liabilities do not include any Losses incurred by Buyer ( or Buyer 's directors, officers, employees, agents, Affiliates and assigns ) incurred based upon or arising out of or otherwise in respect of any breach of or inaccuracy in any representation or warranty of Seller contained in this Agreement or any Related Agreement, or any breach by Seller of any covenant or agreement contained in this Agreement, or any fraud of the Seller