definiens: means the current liabilities of the Company determined on a basis in accordance withGAAP applied using the same accounting methods, practices, policies and procedures, with consistentclassifications, judgments and valuation and estimation methodologies that were used in the preparation of the LatestBalance Sheet, including all Tax liabilities other than deferred Tax liabilities ; provided, however, that notwithstandinganything in this Agreement to the contrary, shall include all Company Transaction Expenses, butshall specifically exclude ( i ) any Tax liabilities arising from or related to ( whether accrued or unaccrued and whetherfunded or unfunded ) any awards under the Management Compensation Plan and/or the Stock Option Plan, ( ii ) anyliability to Christian Burks ( ) pursuant to Section 1(c ) of that certain Separation Agreement and Release by andbetween the Company and Burks dated May 28, 2014 and ( iii ) any payment obligations pursuant to the sublicenseagreement with Life Technologies Corporation in the form attached hereto as Exhibit C