definiens: means all assets, properties and rights of Seller and its Affiliates other than the Acquired Assets, including : ( a ) all rights of Seller arising under this Agreeme nt or any Ancillary Agreement or as a result of the consummation of the transactions contemplated herei n ; ( b ) all cash, cash equivalents and accounts receiva ble held by Seller and its Affiliates as of the Clo sing Date ; ( c ) all employees of Seller and its Affiliates ; ( d ) all real property owned by Seller and its Affiliate s ; ( e ) subject to Section 6.3, archival copies of any Data or other documentation included in the Acquire d Assets, to be retained by Seller and its legal coun sel and used for the purposes of complying or demonstrating compliance with applicable Law or wit h Seller ’s obligations under this Agreement, for enforcing the rights of Seller under this Agreement or otherwise pursuant to Seller ’s standard archiva l system procedures ; ( f ) any Contract that is not an Assigned Agreement ; and ( g ) any Intellectual Property of Seller and its Affilia tes that is not an Assigned Patent, Data or Know -How