definiens: means all Liabilities, wheth er presently in existence or arising hereafter, of Seller or any of its Affiliates other than the Assumed Liabilitie s including : ( a ) all accounts payable, licensing fe es, Liabilities related to the On - Going Clinical Trials incurred on or prior to the Closing, and other expenses relati ng to the ownership or operation of the Acquired Assets on or prior to the Closing Date ; ( b ) all Liabilities ( ot her than the LEAD Obligations ) related to or arising from the Ex cluded Assets ; ( c ) all Liabilities related to Selle r ’s or any of its Affiliates ’ employees, regardless of when incur red ; and ( d ) those Taxes that are the responsibilit y of Seller pursuant to this Agreement ( including Sections 10.1 and 11.14 )