definiens: means all Liabilities of Arena and its Affiliates ( other than the Assumed Liabilities ) arising from A rena ’s ownership of the Product Assets or the Produ ct Operations prior to Closing including, but not limi ted to : ( i ) all Liabili ties relating to Excluded Assets ; ( ii ) except as set forth in Section 6.11(b ) with respect to Straddle Period Taxes or Section 6.11(c ) with respect to Tra nsfer Taxes, all Liabilities of Arena or any 61 Affiliate of Arena for Taxes for any Tax period or portion thereof, including all Taxes relating to, o r attributable to, or levied with respect to, the Product Operatio ns or Product Assets for any Tax period or portion thereof ending on or prior to the Closing Date ; ( iii ) all Liabilities of Arena or any of i ts Affiliates for product liability, infringement or misappropriation arising from the c linical trials of the Product conducted by Arena pr ior to Closing ; ( iv ) all Employee Liabilities engaged in t he conduct of the Product Operations ; ( v ) any Liabilities arising under any Mat erial Contract that is not an Assumed Contract ; and ( vi ) any Liabilities that arose or were in curred under any Assumed Contract prior to Closing