definiens: means all assets, property, rights and interests of Seller and itsAffiliates other than the Purchased Assets, including ( a ) all intellectual property and intellectual property rights ofSeller and its Affiliates other than the Purchased Intellectual Property ; ( b ) all employees, real property and tangiblepersonal property of Seller or any of its Affiliates ( but excluding the Purchased Regulatory Documentation and theProduct Promotional Materials ) ; ( c ) all Accounts Receivable ; ( d ) all Manufacturing - related assets of Seller or any of itsAffiliates other than the Licensed Know - How ; ( e ) all refunds, claims for refunds or rights to receive refunds from anyTaxing Authority with respect to any and all Taxes paid or to be paid by Seller or any of its Affiliates ( including anyand all Taxes paid or to be paid by any of Seller ’s Affiliates on behalf of Seller ) ; ( f ) all insurance policies andinsurance Contracts insuring the Purchased Assets, together with any claim, action or other right Seller or anyAffiliate of Seller may have for insurance coverage under any past or present policies and insurance Contractsinsuring the Purchased Assets ; ( g ) the original global safety database relating to the Product ; ( h ) any rights orinterests relating to the Product or the Product Business outside the Territory ; ( i ) any back - ups for or of any Productand ( j ) all Excluded Items, but excluding, in each case, the Purchased Assets