definiens: means all Liabilities of [COMPANY] or any of its Affiliates other than theAssumed Liabilities and shall include:(a ) any product liability, liability for adverse reactions, liability for recalls, liability for product andpackaging complaints for any Product sold in the Horizon Territory prior to the Closing ( whether direct or as a result ofor as a result of successor liability, transferee liability, joint and several liability or contractual liability ) or any Liabilityfor Litigation relating to the Product, Purchased Assets, the APA Licensed Intellectual Property, the ex - US LicensedPatents or the Licensed Regulatory Documentation pending or overtly threatened prior to the Closing other than theVimovo Litigation;(b ) any Liability ( whether direct or as a result of successor liability, transferee liability, joint and severalliability or contractual liability ) for Taxes in the Pre - Closing Tax Period except to the extent provided in Section 5.9;(c ) any Liability under or relating to or arising from any Excluded Assets;(d ) any Liability ( whether arising under Contract or otherwise ) to Pozen or Merck relating to the ProductBusiness or Purchased Assets, other than Liability under the Pozen US Agreement arising after the Closing;(e ) any Liability arising out of or resulting from non - compliance with any Law by [COMPANY] or itsAffiliates with respect to the Product Business or Purchased Assets prior to the Closing;(f ) any Liability of [COMPANY] or any of its Affiliates to pay any fees or commissions to any broker, finder or agent with respect to this Agreement or the transactions contemplated hereby ; and(g ) any Liability of [COMPANY] or any of its Affiliates relating to sale of the Product outside theHorizon Territory prior to, on and after the Closing