definiens: means all of the right, title and interest that Seller and its Subsidiaries possessin and to all of the assets and properties ( whether real, personal or mixed or tangible orintangible ) of every kind and description, wherever located, of the Asset Sellers related to theBusiness and those assets that are described on Annex II - A attached hereto ; provided, however, that in no case shall the Acquired Assets include ( i ) any Intellectual Property or BusinessApplication related to Vancomycin, Collistan or Kadian, ( ii ) the corporate charter, qualifications todo business as a foreign corporation, arrangements with registered agents relating to foreignqualifications, taxpayer and other identification numbers, seals, minute books, stock transferbooks, blank stock certificates, and other documents relating to the organization, maintenanceand existence of any of the Asset Sellers as a corporation or other entity, ( iii ) any Cash orIntercompany Receivables, ( iv ) any refund, credit or other asset relating to any Pre - ClosingPeriod Income Tax, and any refund, credit or other asset relating to any Pre - Closing Period Non - Income Tax except to the extent that such Pre - Closing Period Non - Income Tax is reflected on theClosing Date Pro Forma Balance Sheet, ( v ) any of the rights of Seller or any of the Asset Sellersunder this Agreement ( or any side agreement between Seller or any Asset Seller on the onehand and Buyer on the other hand entered into on or after the date of this Agreement ), ( vi ) anyinsurance policy under the [COMPANY] Global Insurance Program other than the Foreign LocalInsurance Policies, ( vii ) Kadian, or ( viii ) the assets located in the Manufacturing Facility inElizabeth, New Jersey described on Annex II - B attached hereto