definiens: means all assets of the Sel lers and their Affiliates ( including those acquired from the Codman Sellers pursuant to the Codman Purchase Agreement ) other than the Business Assets, whether or not related to the Products or used or held for use in the Business, including : ( i ) all rights of the Sell ers under this Agreement and any of the Ancillary Agreements ; ( ii ) all claims, causes of action, rights or benefits o f or to any insurance policies of the Sellers and their Affilia tes, including defense and indemnity benefits attri butable to or arising from or under such policies ; ( iii ) the Bene fit Plans and underlying assets ; ( iv ) each Seller ’s corporate franchise, Organizational Documents, corporate seal, minute book, and other corporate or Tax records ( including Tax Returns ) ; ( v ) the Shared Contracts ; ( vi ) each S eller ’s ownership or other equity interests in any Person ; ( vii ) all real property interests ( including leases of re al property and leasehold interests ) other than the Business Lease(s ) ; ( viii ) all Permits ( other than the Transf erred Governmental Permits ) and Environmental Permi ts ; ( ix ) all claims, recoveries and judgments in favor of or for the benefit of any Seller relating to any Retained Liabilities ; ( x ) all Intellectual Property other than the Busine ss Intellectual Property, including for the avoidan ce of doubt, the Excluded Marks, and any Intellectual Property right s in the Shared Components ; ( xi ) all cash, cash equ ivalents, bank accounts and similar cash items of any Seller ( including cash security and other deposits ) ; ( xii ) all accounts receivable and other such claims for money due to a ny Seller from any third parties ; ( xiii ) the Exclud ed Inventory and ( xiv ) all Tax Assets