definiens: ( within the meaning of Code Section 280G(b ) ) of any payment madeby the Company on or prior to the Closing Date in connection with the transactions contemplated hereby, includingsuch payments that are required to be paid by Buyer, Merger Sub, the Surviving Corporation, or the Company or theirrespective Affiliates before, on or after the Closing Date pursuant to written or oral contracts or agreements enteredinto on or prior to the Effective Time, including any portion of the Merger Consideration or any Contingent Payment, except to the extent that any such treatment arises out of Buyer ’s breach of Section 5.9 ( collectively, the ) ; and ( f ) except to the extent arising out of the items described in Section 11.1(c ), regardless of anydisclosure on the schedules hereto, any out - of - pocket Damages ( whether or not incurred as a result of a Third PartyClaim ) arising out of the ownership and operation of the Women ’s Health Division by the Company or any other partyeither before, at or after the Effective Time, or the transactions contemplated by the Women ’s Health APA, includingany expenses related to the separation of the Women ’s Health Division from the Company ( which shall include anyseverance obligations with respect to the employees of the Women ’s Health Division, except to the extent included inthe definition of Transaction Related Expenses ), any claims made by the Women ’s Health Buyer against any party inrespect of the Women ’s Health APA or otherwise in connection with the transactions contemplated thereby ( includingin respect of fraud ), and any breach of the agreements referred to in, or entered into pursuant to, Section 5.2(k ) ( otherthan any breach of such sublicense agreements by Surviving Corporation or any of its Subsidiaries, or the willfulmisconduct or gross negligence of Surviving Corporation or any of its Subsidiaries ) ( collectively, )