definiens: means any and all liabilities, losses, expenses, and costs of any kind whatsoever that are, or are in the nature of taxes, fees, assessments, or other governmental charges, including interest, penalties, fines and additions to tax imposed by anyfederal, state or local government or taxing authority in the United States on or with respect to : ( a ) the Agreement or anyrelated agreements or any future amendment, supplement, waiver, or consent requested by the Company or any required bythe Agreement with respect to the execution, delivery or performance of any thereof, or the issuance, acquisition orsubsequent transfer thereof, ( b ) the return, acquisition, transfer of title, storage, removal, replacement, substitution, purchase, acceptance, possession, rejection, ownership, delivery, non - delivery, use, operation, sale, abandonment, redelivery or otherdisposition of any interest in Products or any part thereof, ( c ) the receipts or earnings arising from any interest in Products orany part thereof, ( d ) any payment made pursuant to this Agreement or to any Products, or ( e ) otherwise as a result of or byreason of the transactions contemplated by this Agreement, excluding, however, taxes imposed upon ICS that are 19 based upon or measured by gross or net income and any franchise Taxes of ICS or any personal property taxes for Products orequipment owned by ICS