definiens: means all Lia bilities or obligations of Seller ( other than the A ssumed Liabilities ), including any obligation or Liabiliti es of Seller created as a result of this Agreement, including, without limitation, any Liabilities relating to ( i ) the Inventory Disposal Costs, ( ii ) the Excluded Am gen Materials, ( iii ) the InterMune Milestone Payment, ( iv ) the Infergen Manufacturing Transfer Payment, ( v ) Taxes for the Pre - Closing Period, ( vi ) the Employee Liabi lities, ( vii ) the Product Returns for which Seller is responsible pursuant to Section 5.10(b ), ( viii ) the Government Rebates for which Seller is responsible pursuant to Section 5.10(c ), ( ix ) the Commercial Rebates for which Seller is responsible pursuant to Section 5 . 10(d ), ( x ) the Chargeback Claims for which Seller is respo nsible pursuant to Section 5.10(e ), ( xi ) performanc e under Section 2.1(c ) of the InterMune Agreement prior to the Closing, ( xii ) the Excluded BI Materials and ( x iii ) [ ... * * * ... ]