definiens: means an accounting firm of national reputation in the United States ( excluding each of Seller ’s andBuyer ’s respective regular outside accounting firms ) as may be mutually acceptable to the Parties ; provided, however, if theParties are unable to agree on such accounting firm within ten ( 10 ) days or any such mutually selected accounting firm isunwilling or unable to serve, then Seller shall deliver to Buyer a list of three ( 3 ) other accounting firms of national reputationin the United States ( excluding Seller ’s regular outside accounting firm ), and Buyer shall select one ( 1 ) of such three(3 ) accounting firms . means all operating liabilities of Seller or any of its Affiliates, whether incurred in or outside theordinary course of business, whether or not billed, arising in connection with the operations of the S. aureus Program and / orthe development, manufacture or sale of S. aureus Vaccines prior to the Effective Time