definiens: means : ( a ) the Intellectual Property Rights ; ( b ) the Transferred Contracts ; ( c ) all rights under any executory contract t o which the Seller is a party related to the research, development, manufacture or commercializa tion of the Compounds or Products, the Nasal Delive ry Technology or to the Intellectual Property Rights, including, without limitation, any license agreemen t, security agreement, indemnity agreement, subordination agree ment, mortgage, equipment lease and other lease or sublease ( whether or not capitalized ), conditional sale or title retention agreement and any purchase order from any customer ; ( d ) any inventories of Compound, Product or other supplies, equipment and other tangible assets used in connection with the development of t he Compounds, Products, or Nasal Delivery Technolog y ; ( e ) all authorizations, consents, approvals, licenses, orders, permits and exemptions of, and filings or registrations with, any Governmental Aut hority, to the extent transferable by the Seller ; ( f ) all books, records, files and papers rela ting to, or necessary to the conduct of, the Seller ’s business ( other than Seller ’s tax returns, minute b ooks and other company records ) ; ( g ) all rights and claims of the Seller, whet her mature, contingent or otherwise, against any Person, whether in tort, contract or otherwise, inc luding, without limitation, causes of action, unliq uidated rights and claims under or pursuant to all warranties, rep resentations and guarantees made by manufacturers, suppliers or vendors, claims for refunds, rights of off - set a nd credits of all kinds and all other general intan gibles ; provided, however, that such rights and claims shall not incl ude any rights and claims of Seller under this Agre ement ; -4- ( h ) the benefit of coverage provided by all c urrent and expired insurance policies of Seller to the extent they relate to any of the Purchased A ssets or Assumed Liabilities ; and ( i ) all other assets owned by Seller used or useful in the research, development, manufacture, or commercialization of the Compounds, Products, or Nasal Delivery Technology, whether or not reflecte d on the books and records of the Seller