definiens: means : ( a ) the Intellectual Property Rights ; ( b ) the Transferred Contracts ; ( c ) any inventories of Compound or other supplies, equipment and other tangible assets used in connection with the development of the Compounds ; ( d ) all authorizations, consents, approvals, licenses, orders, permits and exemptions of, and filings or registrations with, any Governmental Authority, to the extent trans ferable by the Seller ; -3- ( e ) all books, records, files and papers relating to, o r necessary to the conduct of, the Seller ’s Business ; ( f ) all rights and claims of the Seller, whether mature, contingent or otherwise, against any Person, whether in tort, contract or otherwise, including, without limitation, causes of action, unliquidated rights and claims under or pursuant to all warranties, representations and guarantees made by manufacturers, suppliers or vendors, claims for refunds, rights of off- set and credits of all kinds and all other general intangibles ; provid ed, however, that such rights and claims shall not include any rights and claims of Seller under t his Agreement ; ( g ) the benefit of coverage provided by all current and ex pired insurance policies of Seller to the extent they relate to any of the Purchased Assets o r Assumed Liabilities ; and ( h ) all other assets used or useful in the development of the Compounds, whether or not reflected on the books and records of the Se ller