definiens: means:(i)any Tax, corporate or financial books, records, files, documents, data, information and correspondence and any personnel files and compensation and benefits data ofArena or its Affiliates ( including all Tax Returns);(ii)all rights of Arena or its Affiliates to any refunds, or rights or claims torefunds, of Taxes, Tax deposits, Tax credits or other Tax assets related to Taxes that areExcluded Liabilities paid ( or indemnified pursuant to this Agreement ) by Arena of its Affiliates;(iii)all rights of Arena or any Affiliate of Arena under this Agreement andthe Related Agreements;(iv)any right, other than any Other Product Asset described in clause(viii ) of such definition, arising under any Contract that is not an Assumed Contract;(v)claims, counterclaims, defenses, cause of action, demands, judgments, rights of recovery, rights of set - off and rights of subrogation against any Personrelating to Excluded Assets or Excluded Liabilities;(vi)any cash, cash equivalents or accounts receivable ( including cashand accounts receivable relating to the Product Assets sold prior to the Closing);(vii)any tangible personal Property other than the Tangible PersonalProperty, including any facility, furniture, fixture, or equipment, machinery, software, telecommunications, or supplies owned or leased by Arena and used prior to Closing to operatethe Product Operations;(viii)insurance ; and(ix)the Disclosed Matters