definiens: means the following assets, rights and properties of the Company and its Subsidiaries : ( a ) all cash and cash equivalents, bank accounts and shares or securities of or in the Companyand its Subsidiaries ( including any and all issued and outstanding shares in each of the Subsidiaries ) ; ( b ) all accounts receivable ; ( c ) any Finished Product not included in the Transferred Inventory ; 4 ( d ) any of the Company ’s and its Subsidiaries ’ inventory other than the Transferred Inventory ; ( e ) all Regulatory Authorizations exclusively relating to Development Products, along with allexclusively related regulatory, scientific and technical documents and all exclusively related correspondence andreports ; ( f ) all employee - related files or records ( other than duplicate copies of personnel files of theTransferred Employees or other Employees who prior to the Closing accept the Buyer ’s offer of a consultingrelationship pursuant to Section 4.15 ), all Company Benefit Plans and all contracts and assets relating to anyCompany Benefit Plan ; ( g ) any right to any refund, rebate, abatement, credit or similar Tax benefits with respect toTaxes relating to any Tax period ( or portions thereof ) ending on or before the Closing Date and all Tax records of theCompany and its Subsidiaries ( including any Tax Returns of the Company, any Subsidiary or any Affiliate of theCompany ) ; ( h ) all rights in respect of real property, including leasehold interests ; ( i ) all rights under any contracts not listed on Schedule 1.1(j ) ( collectively, the ) ; ( j ) any books, records, files and rights to the extent primarily relating to any Excluded Assets orExcluded Liabilities ; ( k ) all rights under the state - level licenses and authorizations set forth on Schedule 1.2(k ) ; ( l ) all Intellectual Property other than the Transferred Intellectual Property ( including, for theavoidance of doubt, the patents, domain names and trademarks set forth on Schedule 1.2(l ) ) ; ( m ) all insurance policies of the Company and all rights to applicable claims and proceedsthereunder ; and ( n ) all rights under this Agreement and the Ancillary Agreements