definiens: means all assets, properties, interests and rights of Seller other than thePurchased Assets to be sold by Seller, including each of the following assets : ( a ) all cash, cash equivalents, bank deposits or similar cash items and accounts receivable ofSeller ; ( b ) all books and records of Seller other than the Purchased Documents ; provided, however, that Purchaser shall have the right to make copies of any portions of any such retained books and records to theextent related to any of the Purchased Assets ; ( c ) all rights of Seller to ( i ) the Seller Company Identifiers and ( ii ) any other IntellectualProperty, other than Intellectual Property included in the Purchased Assets ; ( d ) all insurance policies or rights to proceeds thereof relating to the Purchased Assets or theProduct ( except Covered Proceeds ) ; ( e ) subject to Section 2.1(i ), all rights, claims or causes of action of Seller against third partiesin connection with the Exploitation of the Purchased Assets and the Product prior to the Closing Date ; ( f ) all Tax Returns and financial statements of Seller and all records ( including working papers)related thereto ; ( g ) all refunds for Taxes relating to the Purchased Assets with respect to a Pre - Closing TaxPeriod ; -12- Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuantto a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended