definiens: means:(a ) all real property, computers ( but not any Transferred Intellectual Property orBooks and Records stored electronically therein ), automobiles, fixtures or equipmentleased or owned by Elan;(b ) subject to Section 4.6, all accounts receivable, notes receivable and similarrights to receive payments of Elan;(c ) all cash and cash equivalents;(d ) any personnel records maintained by [COMPANY], tax returns ( other than copies oftax returns relating to pharmaceutical excise taxes paid with respect to sales of TYSABRIprior to the Closing Date, including annual fees due under Section 9008 of the UnitedStates Patient Protection and Affordable Care Act of 2010 ( Pub . L. No . 111 - 48 ) and othercomparable laws ), records ( including accounting records ) relating to taxes paid or payableby [COMPANY], and financial and tax records relating to the Alpha-4 Integrin Products or JCVAssays that form part of [COMPANY] ’s general ledger or otherwise constitute accounting records, including the original Books and Records retained by [COMPANY] in accordance with Section3.1(j ) ( but no other Books and Records);(e ) any Contractual Rights between [COMPANY] and any of its employees;(f ) all property in the nature of software programs, source code and object codeowned or licensed by [COMPANY] or any of its Affiliates;(g ) goodwill held by [COMPANY], if any, that would be subject to the taxes described inSection 4.4(d ) or 4.4(e ) if it were a Transferred Asset ; and(h ) any assets listed on an Exclusion Notice described in Section 3.4(d ) below