definiens: means all assets, properties and rights of Seller and its Affiliates other than the Acquired Assets, including : ( a)all rights of Seller arising under this Agreement or any Ancillary Agreement or as a result of theconsummation of the transactions contemplated herein ; ( b)all cash, cash equivalents and accounts receivable held by Seller and its Affiliates as of the Closing Date ; ( c)all employees of Seller and its Affiliates ; ( d)all real property owned by Seller and its Affiliates ; ( e)subject to Section 6.3, archival copies of any Data or other documentation included in the Acquired Assets, to be retained by Seller and its legal counsel and used for the purposes of complying or demonstratingcompliance with applicable Law or with Seller ’s obligations under this Agreement, for enforcing the rights ofSeller under this Agreement or otherwise pursuant to Seller ’s standard archival system procedures ; ( f)any Contract that is not an Assigned Agreement ; and ( g)any Intellectual Property of Seller and its Affiliates that is not an Assigned Patent, Data or Know - How