definiens: means ( a ) any liabilities of any of the Target Companies or theirSubsidiaries accrued as of the Closing Date with respect to Bonus Obligations, ( b ) any liabilitiesof any of the Target Companies or their respective Affiliates arising out of any personal injuryand / or death or damage to property relating to the Products marketed, distributed, sold orotherwise provided by, or on behalf of, any of the Sellers or their Subsidiaries to the extentInsurance responds to any claims with respect to such liabilities that arise prior to the Closing,(c ) any Intercompany Payables that are liabilities of the Target Companies or their Subsidiaries,(d ) Seller 's pension liabilities ( except for liabilities with respect to pensions to be transferredpursuant to 0 below ), ( e ) Taxes of the Target Companies and their Subsidiaries for which theSellers are responsible under 0, ( f ) accruals for U.S. audit fees related to the audit by BDOSeidman, LLP of Seller 's consolidated financial statements for the year ended December 31,2005, ( g ) any liabilities of any of the Target Companies or their Subsidiaries relating to theAnimal Health Business, the API Business, the Branded Pharmaceutical Business, the ParmedBusiness or the research, development or manufacture of Vancomycin, ( h ) any Indebtedness ofany of the Target Companies or their Subsidiaries other than the U.K. Note and the German Loanto the extent assumed by Buyer or its Affiliates at Closing pursuant to the terms of thisAgreement, ( i ) any liabilities of any of the Target Companies to any current or former stockholderof any of the Target Companies related to the ownership or issuance of any capital stock or otherequity interest of the Target Companies, ( j ) any liabilities of any of the Target Companies or theirSubsidiaries for any fines or penalties levied by the SEC on Seller or any of the TargetCompanies or their Subsidiaries relating to any reports, schedules, forms, statements or otherdocuments filed by Seller or any of its Subsidiaries with the Securities and ExchangeCommission, ( k ) any liabilities of any of the Target Companies or their Subsidiaries with respectto ISRA and any regulatory filings, site investigation or site remediation activities requiredpursuant to ISRA, including ISRA Compliance obligations under this Agreement except to theextent arising from releases of Hazardous Substances occurring after the Closing Date, ( l ) anyliabilities of any of the Sellers or their Affiliates to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement or the AncillaryAgreements ; and ( m ) to the extent that Buyer purchases all of the shares of Cox Investments fromAlpharma U.K. pursuant to Section 2(g ), all Cox Liabilities related to the ownership or operationof Cox Investments on or prior to the Closing or arising out of the transfer of the shares of CoxInvestments pursuant to this Agreement, in each case, other than liabilities that would have beenincurred by [COMPANY] Limited had Buyer acquired the shares of [COMPANY] Limited rather than theshares of Cox Investments