definiens: means ( a ) cash and cash equivalents, ( b ) investments, ( c ) accounts receivable, including billed and unbilled receivables for work or projects performed by Seller under Assumed Contracts prior to Closing, including all rights to be reimbursed under Assumed Contracts for pass - through expenses incurred and paid by Seller whether the invoice for the pass - through expense is received before or after the Closing, ( d ) pre - paid expenses, ( e ) assets of Seller 's Employee Benefit Plans, ( f ) all rights relating to Seller 's research, pre - clinical and clinical programs targeting cancer, including EP-210l and its investigati onal new drug application, for EP-2101 filed with the Food and Drug Administration and other books and records relating thereto, provided that the right to use PADRE universal helper T cell Epitope in Seller 's cancer vaccines will be licensed back to Seller pursuant to the License Agreement referenced in Section 1.4S(d ), ( g ) the Patents and other Intellectual Property in the excluded vaccine programs referenced in clause ( f ) above, ( h ) clinical supplies of EP-21 01, including raw materials, the active and other ingredients and packaging and related documentation, ( i ) contracts relating solely to the excluded vaccine programs referenced in clause ( f ) above, including the [ Patent in - license from the National Institute of Health ], ( j ) ImmunoStealth Epitope modification technologies, including Patents and other Intellectual Property that relate exclusively to such technologies, ( k ) all rights under Seller 's insurance policies, ( I ) all claims and counterclaims with respect to rights of offset against Excluded Liabilities, ( m ) the Excluded Contracts, ( n ) Permits relating to the Business that are not transferable, ( 0 ) personnel files for Hired Employees, and ( p ) all minute books, stock books, option and employee stock ownership plan documents and plan administration records, general ledger, work papers and other accounting records, records maintained for compliance with United States securities laws or the listing agreement or requirements for the Nasdaq National Market, tax returns, Employee Benefit Plan records and similar corporate records of Seller