definiens: means the obligations and Liabilities of Buyer un der the License Agreements that arise after the Closing Date, but excluding : ( a ) any obligations or Liabilities that arise from o r are attributable to any breach or default, or any threa tened breach or default, by Seller under any of the License Agreements prior to the Closing and ( b ) any obligat ions or Liabilities that arise from or are attribut able to any other act or omission of Seller prior to the Closin g. means, collectively, all tangible manifestations and memorializations of ( a ) Confidential Information relating to the Purchased Assets, ( b ) Know - how, and ( c ) all other books, reco rds, data, material and documentation of Seller and its subsid iaries relating to the Purchased Assets, wherever l ocated and in whatever form maintained ( including electronic f orm ), including all Web - accessible databases regard ing the Strains