definiens: means all liabilities and obligations of Seller with respect to guarantees bySeller of any letters of credit and acceptances ( or instruments serving a similar function ) issued orcreated for the account of the Business and all of the liabilities and obligations of the AssetSellers related to the Business ( whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated orunliquidated, and whether due or to become due ), as described in Annex III attached hereto or asreflected on the Closing Date Pro Forma Balance Sheet, including ( i ) all liabilities of the AssetSellers for unpaid Non - Income Taxes of the Asset Sellers relating to the Business for any Pre - Closing Period, but only to the extent such Tax liabilities do not exceed the reserve for Non - Income Tax liabilities included in the Closing Date Pro Forma Balance Sheet, ( ii ) all liabilitiesand obligations of the Asset Sellers under the agreements, contracts, leases, licenses, and otherarrangements related to the Business and assigned to Buyer in accordance with the terms of thisAgreement, ( iii ) all liabilities and obligations of the Asset Sellers related to the Employees of theBusiness and former employees of the Business employed by or formerly employed by the AssetSellers to the extent expressly assumed under Section 6(f ) below, ( iv ) all liabilities arising out ofany personal injury and/or death or damage to property relating to or arising in connection withthe Products marketed, distributed, sold or otherwise provided by, or on behalf of, any of theAsset Sellers, except to the extent Insurance responds to any claims with respect to suchliabilities that arise prior to the Closing, ( v ) all liabilities and obligations of the Asset Sellers withrespect to any letters of credit and acceptances ( or instruments serving a similar function ) issuedor created for the account of the Business, and ( vi ) all liabilities relating to the Pfizer Litigation;provided, however, that the Assumed Liabilities shall not include ( x ) any Excluded Liabilities,(y ) any Retained Liabilities or ( z ) any liability or obligation of any of the Sellers under thisAgreement ( or under any side agreement between any of the Sellers on the one hand and Buyeron the other hand entered into on or after the date of this Agreement )