definiens: means all assets, rights andproperties of the Seller or any of its Aﬃliates other than the Transferred Assets . Without limitation of the foregoing, the Excluded Assets shall include thefollowing : ( a ) all accounts receivable, pre - paid expenses, cash and cash equivalents or similar investments, other current assets, bankaccounts, commercial paper, certiﬁcates of deposit, Treasury bills and other marketable securities, including security deposits, reserves, prepaid rentsand prepaid expenses ; ( b ) all assets, properties or rights set forth on, or arising under any Contracts set forth on, Schedule 1.2(b ) ; ( c ) other than the Transferred Intellectual Property, all Intellectual Property owned by or licensed to the Seller or any of its Aﬃliates(including all Seller Names and Marks ) ; 2 ( d ) all insurance policies, surety bonds or self - insurance of the Seller or any of its Aﬃliates and all claims, credits, causes of action orrights thereunder ( including rights to assert claims thereunder ) ; ( e ) ( i ) all books, records, ﬁles and papers, whether in hard copy or computer format, ( A ) prepared in connection with or relating tothis Agreement or any Ancillary Agreement or the Contemplated Transactions or the sale of any Product, ( B ) prepared and maintained by the Seller orany of its Aﬃliates, including all regulatory ﬁles ( including correspondence with Governmental Entities ), market research data, and marketing data that donot relate exclusively to the Transferred Assets, ( C ) relating to employees of the Seller or its Aﬃliates, ( D ) that form part of the general ledger of theSeller or any of its Aﬃliates, that are working papers of the auditors of the Seller or any of its Aﬃliates or that are records related to Taxes payable by theSeller or any of its Aﬃliates, or ( E ) relating primarily to an Excluded Asset or Retained Liability and ( ii ) all minute books of the Seller and its Aﬃliates andother corporate records of the Seller and its Affiliates ; ( f ) all accounting goodwill related to any Product ; ( g ) all privileged communications between the Seller and any of its Aﬃliates and its and their respective attorneys, and any otherprivileged documents ; ( h ) all rights of the Seller or any of its Aﬃliates arising under this Agreement or the Ancillary Agreements or the ContemplatedTransactions ; ( i ) all interests in the share capital and other equity interests of the Seller or any of its Affiliates or any other Person ; ( j ) all Tax refunds and Tax deposits and all Tax books and records ; ( k ) all claims, causes of action, defenses, counterclaims or other rights, if any, arising out of or relating to ( i ) any of the TransferredAssets or any Product or the Assumed Liabilities arising before the Closing ( other than any claims with respect to infringement of Transferred Patents ormisappropriation of Transferred Know - How, which claims shall constitute Transferred Assets ) or ( ii ) any Excluded Asset or Retained Liability ; and ( l ) all rights that accrue or will accrue to the benefit of the Seller under this Agreement or the Ancillary Agreements