definiens: means:(a ) all real property, computers ( but not any Transferred Intellectual Property or Books and Records storedelectronically therein ), automobiles, fixtures or equipment leased or owned by Elan;(b ) subject to Section 4.6, all accounts receivable, notes receivable and similar rights to receive payments of Elan;(c ) all cash and cash equivalents;(d ) any personnel records maintained by [COMPANY], tax returns ( other than copies of tax returns relating to pharmaceuticalexcise taxes paid with respect to sales of TYSABRI prior to the Closing Date, including annual fees due underSection 9008 of the United States 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 payable by [COMPANY], and financial and taxrecords relating to the Alpha-4 Integrin Products or JCV Assays that form part of [COMPANY] ’s general ledger or otherwiseconstitute accounting records, including the original Books and Records retained by [COMPANY] in accordance withSection 3.1(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 code owned or licensed by [COMPANY] or any ofits Affiliates;(g ) goodwill held by [COMPANY], if any, that would be subject to the taxes described in Section 4.4(d ) or 4.4(e ) if it were aTransferred Asset ; and(h ) any assets listed on an Exclusion Notice described in Section 3.4(d ) below