definiens: means : ( i ) any Tax, co rporate or financial books, records, files, documents, data, information and correspondence and any personnel files and compensation and benefits data of Arena or its Affiliates ( including all Tax Returns ) ; ( ii ) all rights of Arena or its Affiliates to any refunds, or rights or claims to refunds, of Taxes, Tax deposits, Tax cred its or other Tax assets related to Taxes that are E xcluded Liabilities paid ( or indemnified pursuant to this A greement ) by Arena of its Affiliates ; ( iii ) all rights of A rena or any Affiliate of Arena under this Agreement and the Related Agreements ; ( iv ) any right, other than any Other Product Asset described in clause ( viii ) of such definition, arising under any Contract that is not an Assumed Contract ; ( v ) claims, counter claims, defenses, cause of action, demands, judgments, rights of recovery, rights of set - off an d rights of subrogation against any Person relating to Excluded Assets or Excluded Liabilities ; ( vi ) any cash, cash eq uivalents or accounts receivable ( including cash and accounts receivable relating to the Produc t Assets sold prior to the Closing ) ; ( vii ) any tangible person al Property other than the Tangible Personal Property, including any facility, furniture, fixtur e, or equipment, machinery, software, telecommunica tions, or supplies owned or leased by Arena and used prior to Closing to operate the Product Operations ; ( viii ) insurance ; and ( ix ) the Disclosed Mat ters