definiens: shall mean all assets, properties, interests and rights of Seller andany of its Affiliates other than the Purchased Assets, including the Excluded Contracts . For the avoidance of doubt, the Excluded Assets shall include ( but are not limited to ): ( a ) all cash and cash equivalents on hand and in banks and investments held by Seller orany of its Affiliates ; ( b ) all other assets ( including Intellectual Property Rights ) owned by or licensed to Seller orits Affiliates, except for the Transferred Intellectual Property Rights ; ( c ) ( i ) all books, records, files and papers, whether in hard copy or computer format, ( A)prepared in connection with this Agreement or any other Transaction Document or the transactionscontemplated hereby or thereby, ( B ) prepared and maintained by any Seller or any of its Affiliates, includingall regulatory files ( including correspondence with regulatory authorities ), market research data, and marketingdata, to the extent such do not relate to the operation of the Business as currently conducted, ( C ) relating toemployees of Seller or its Affiliates or ( D ) that are laboratory notebooks and ( ii ) all minute books andcorporate records of Seller and its Affiliates ; 9 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