definiens: means all Liabilities other than the Assumed Liabilities . Without limitation of theforegoing, the Retained Liabilities shall include the following : ( a ) all Liabilities to the extent relating to any Excluded Assets ( and not otherwise constituting Assumed Liabilities ) ; ( b ) all Liabilities for ( i ) any and all Taxes in respect of any Product or otherwise related to the Transferred Assets that are attributableto any taxable period ( or portion thereof ) ending on or prior to the Closing Date, ( ii ) any and all Taxes of the Seller, ( iii ) any and all Taxes of anotherperson for which the Seller is liable, including Taxes for which the Seller is liable by reason of Treasury Regulations Section 1.1502 - 6 ( or any comparableor similar provision of federal, state, local or foreign law ), being a transferee or successor, any contractual obligation or otherwise, and ( iv ) subject toSection 1.7, any and all income, transfer, sales, use or other Taxes arising in connection with the consummation of the Contemplated Transactions(including any income Taxes arising as a result of the transfer by the Seller to the Buyer of the Transferred Assets ) ; ( c ) the Liabilities to the extent ( i ) arising or required to be performed under the Transferred Contracts prior to the Closing or(ii ) relating to the breach of or default by the Seller that occurred prior to the Closing ; and ( d ) the Liabilities with respect to any human clinical study of a Product to the extent conducted by or on behalf of the Seller prior tothe Closing