definiens: means all assets, rights and properties of the Seller or any of its Affiliates other than the Transferred Assets . Witho ut limitation of the foregoing, the Excluded Assets shall include the following : ( a ) all accounts receivable, notes or other indebte dness receivable and similar rights to payment, pre - paid expenses, cash and cash equivalen ts or similar investments, other current assets, ba nk accounts, commercial paper, certificates of deposit, Treasury bills and other marketable securities, i ncluding security deposits, reserves, prepaid rents and prep aid expenses ; ( b ) all assets, properties or rights set forth on, or arising under any Contracts set forth on, Schedule 1.2(b ) ; ( c ) ( i ) all CFFT IP and ( ii ) except for the Transfe rred Intellectual Property, all other Intellectual Property owned by or licensed to Selle r or any of its Affiliates ( including all Seller Na mes and Marks ) ; ( d ) other than the Transferred Internal Systems, al l Software and related Documentation and all computers, communications and network systems ( both desktop and enterprise - wide ), and all other information technology equipment ; ( e ) all insurance policies, surety bonds, bank guar antees or self - insurance of the Seller or any of its Affiliates and all claims, credits, causes o f action or rights thereunder ( including rights to assert claims thereunder ) ; ( f ) ( i ) all books, records, files and papers, wheth er in hard copy or computer format, ( A ) prepared in connection with or relating to this Agreement or any Ancillary Agreement or the Contem plated Transactions or the sale of the MRT Program, ( B ) pr epared and maintained by the Seller or any of its A ffiliates, including all regulatory files ( including correspon dence with Government Entities ), market research da ta, and marketing data that do not relate exclusively or pr imarily to the Transferred Assets, ( C ) relating to employees of the Seller or its Affiliates, other than Transferre d Employees, ( D ) that form part of the general ledg er of the Seller or any of its Affiliates, that are working p apers of the auditors of the Seller or any of its A ffiliates or that are records related to Taxes payable by the Seller or any of its Affiliates, or ( E ) relating primarily to an Excluded Asset or Retained Liability and ( ii ) all minute boo ks of the Seller and its Affiliates and other corpo rate records of the Seller and its Affiliates ; ( g ) all accounting goodwill related to the MRT Prog ram ; ( h ) all privileged communications between the Selle r and any of its Affiliates and its and their respective attorneys, and any other privilege d documents ( it being acknowledged that it may be i mpractical to remove all such privileged communications from t he books and records ( including e - mails and other electronic files ) of the MRT Program ), and all reco rds and documents prepared in connection with the s ale of the MRT Program ; 4 ( i ) all rights of the Seller or any of its Affiliat es arising under this Agreement or the Ancillary Agreements or the Contemplated Transactio ns ; ( j ) all interests in the share capital and other eq uity interests of the Seller or any of its Affiliates or any other Person ; ( k ) all Tax refunds or credits and Tax deposits and all Tax books and records ; ( l ) all actions, suits, claims, causes of action, d efenses, counterclaims or other rights, if any, arising out of or relating to ( i ) any of the Transf erred Assets or the MRT Program or the Assumed Liab ilities arising before the Closing or ( ii ) any Excluded Ass et or Retained Liability ; and ( m ) all rights that accrue or will accrue to the be nefit of the Seller under this Agreement or the Ancillary Agreements