definiens: shall mean the following assets, properties and rights of Seller as of the Closing : ( a ) all Intellectual Property Rights which are owned by Seller and listed in Schedule 2.01(a ) of the Seller Disclosure Schedule ( the ) ; ( b ) any Product inventory held by Seller and a ny Packaging Materials, raw materials, work - in - process, finished goods or other similar supplies h eld for use by Seller exclusively for the operation of the Business as currently conducted ( the ) ; 10 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED ( c ) any and all regulatory files ( including co rrespondence with regulatory authorities ) primarily relating to the Transferred Assets or the operation of the Business as currently conducted, in each ca se only to the extent transferable in light of legal, contract ual and regulatory considerations ( and except for s afety and adverse event data that shall be transferred in acc ordance with the Safety Data Transitional Agreement ) ; provided, however, that the Seller Parties shall have the right to r etain copies for its compliance records of any such regulatory files ; and provided, further, that with respect to any regulatory files that do not relate solely to the Transferred Assets or the Assumed Liabilities o r are also required for the operation of the Exclud ed Assets or relate to the Excluded Liabilities, Seller may reta in the originals of such regulatory files and deliv er, or cause to be delivered, copies thereof to Buyer and redact fr om any such regulatory files any information that i s not related to the Transferred Assets or the Assumed Liabilitie s ; ( d ) subject to Section 5.11, the registrations, applications, approvals, licenses and permits granted by Governmental Authorities to develop and market the Product and listed in Schedule 2.01(d ) o f the Seller Disclosure Schedule ( the ) ; provided, however, that the Seller Parties shall have the right to retain copies for i ts compliance records of any such registrations, ap plications, approvals, licenses and permits ; ( e ) the leases of, and other interests in, the real property ( including buildings, fixtures and improvements erected thereon ) listed in Schedule 2 . 01(e ) of the Seller Disclosure Schedule ( the ) ; ( f ) subject to Section 2.05, all of the contra cts and agreements listed in Schedule 2.01(f ) of th e Seller Disclosure Schedule ( the ) ; ( g ) subject to Section 2.05, the insurance pol icy relating to the Transferred Assets listed in Schedule 2.01(g ) of the Seller Disclosure Schedule and all claims, credits, causes of action or rights thereunder ; ( h ) all customer and sales information ( includ ing past, current and prospective customer and supplier lists with telephone and facsimile numbers and email addresses if applicable ) and research da ta exclusively related to the Product and in the posse ssion of Seller, in each case only to the extent tr ansferable in light of legal, contractual and practical considera tions, and, subject to Section 5.04 and Section 5.0 5, all Promotional Materials used in the Business as of th e date hereof ; provided, however, that the Seller Parties shall have the right to retain copies for its compliance records of any such information and data ; ( i ) subject to Section 2.02(d ), copies of all books, records, files and papers, whether in hard c opy or computer format, primarily related to the Transf erred Assets or the operation of the Business as cu rrently conducted and in the possession of Seller, includi ng those containing information regarding manufactu ring processes, product development and clinical studies with respect to the Product, in each case only to the extent transferable in light of legal, contractual and pra ctical considerations ( and except 11 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED for safety and adverse event data that shall be tra nsferred in accordance with the Safety Data Transit ional Agreement ) ( the ) ; provided, however, that the Seller Parties shall have the right to retain originals of all such books, record s and other data that are part of the Transferred A ssets ; provided, further, that with respect to any portions of the Transfer red Books and Records that do not relate solely to the Transferred Assets or the Assumed Liabilities or ar e also required for the operation of the Excluded A ssets or relate to the Excluded Liabilities, Seller may reda ct from any such Transferred Books and Records any information that is not related to the Transferred Assets or the Assumed Liabilities ; and provided, further, to the extent the delivery of any Transferred Books and Re cords is not reasonably practicable at the Closing, the Seller Parties will have up to 10 Business Days following the Closing to deliver such Transferred Books and R ecords to Buyer ; ( j ) all accounts receivable due and owing by a ny third party to Seller ( for the avoidance of doubt, together with the associated risk of loss of uncollectable accounts receivable and excluding an y related lock - box accounts ) ; ( k ) any and all prepaid assets with respect to any other Transferred Assets ; ( l ) copies of : ( i ) such portions of any Tax Returns, and any such Tax records of Seller prepared in support thereof and in the possession of Seller or any of i ts Affiliates, to the extent related to the Transfe rred Assets or the Assumed Liabilities ; and ( ii ) such portions of any pro forma Tax Return s with respect to Seller as a member of any affiliated, consolidated, combined or unitary group ( including any affiliated group of corporations as defined in Section 1504(a ) of the Code ) in which Parent is als o a member, to the extent related solely to the Tra nsferred Assets or the Assumed Liabilities, and any such Tax records of any Seller Party prepared in support th ereof, in each case for Tax years ending in 2010, 2011 and 20 12 ; and ( m ) any other assets listed in Schedule 2.01 ( m ) of the Seller Disclosure Schedule