definiens: means : ( a ) the Intellectual Property Rights ; ( b ) the Transferred Contracts ; ( c ) any inventories of Active Ingredient and/or Pr oduct or other supplies and other tangible assets u sed in connection with the development of the Active Ingre dient and/or the Product ; ( d ) Regulatory Documentation ; ( e ) the Books and Records ; ( f ) all rights and claims of the Seller, whether m ature, contingent or otherwise, against any Person, whether in tort, contract or otherwise, including, without lim itation, causes of action, unliquidated rights and claims under or pursuant to all warranties, representations and guarantees made by manufacturers, suppliers or vend ors, claims for refunds, rights of off - set and credits of all k inds and all other general intangibles, each to the extent relating to the Purchased Assets ; provided, however, that su ch rights and claims shall not include any rights a nd claims of Seller under this Agreement ; ( h ) all other assets used or useful in the develop ment of the Active Ingredient and/or a Product, whe ther or not reflected on the books and records of the Seller to the extent developed under or in connection with t he JDLA ; ( i ) the JDLA Assets ; and ( i ) all goodwill related to any of the foregoing