definiens: shall mean:(a ) the Acquired Regulatory Approvals ; 16(b ) the Acquired Contracts;(c ) the Acquired Intellectual Property Rights;(d ) the Acquired Inventory;(e ) the Acquired Equipment;(f ) the Acquired Marketing Records and Acquired Regulatory Documentation, but excluding any attorneywork product, attorney - client communications and other items protected by attorney - client or other legal privilege;(g ) all guaranties, warranties, indemnities, rights of contribution, rights to refunds, rights of reimbursementand other rights of recovery and similar rights that have been made by any predecessors in title, manufacturers orsuppliers and other Third Parties relating to the Assumed Liabilities or the Acquired Assets ( regardless of whethersuch rights are currently exercisable);(h ) all claims ( including claims for past, present and future infringement, dilution, misappropriation or otherimpairment or violation of Intellectual Property rights and to receive damages, proceeds or other legal or equitableprotections and remedies with respect to any of the foregoing ), counterclaims, defenses, causes of action, demands, judgments, rights of recovery, rights of set - off, rights of subrogation and all other rights of any kind against any ThirdParty, to the extent relating to the In - Licensed Intellectual Property, any Assumed Liabilities or the Acquired Assets, regardless of whether or not such claims or causes of action have been asserted by the Sellers or any of theirrespective Affiliates;(i ) all rights in or with respect to the collection of any proceeds from any insurance claim ( excluding anyclaim under any self - insured policy ) submitted by any of the Sellers or their respective Affiliates for any damage to orloss of any of the tangible Acquired Assets arising out of any circumstance or event occurring or arising between thedate of this Agreement and the Closing Date to the extent that such damages or losses have not been cured by theSellers or any of their respective Affiliates ; and(j ) the assets, property and/or rights listed on Schedule 2.1 of the Seller Disclosure Letter