definiens: shall mean the Excluded Contracts, the Retained Contracts, and the Excluded IP ; the Purchase Price ; Seller 's rights under this Agreement, the Duke Consent and the Transactional Agreements ; Seller 's cash, cash equivalents and deposit accounts, accounts receivable, real property and real property leases, facilities, equipment, equipment leases and other tangible personal property ; Seller 's insurance policies and rights thereunder ; Seller 's personnel and personnel records ; Seller 's employee benefit plans and rights thereunder ; Seller 's accounting and financial records, Seller 's corporate records ( formation documents, stock records, board resolutions and minutes, and the like ) any rights to Seller 's claim for tax refunds, tax credits, or items of a similar nature ; and any other tangible or intangible property related primarily and directly to Seller 's Internal Product Discovery Program, provided that, for clarity, all the assets explicitly listed in Section 1.1(a)-(f ) are not Excluded Assets