definiens: shall mean, refer to and include all of each Transferor ’s right, title and interest in and to all tangible and intangible assets, properties and rights which are owned, used or held ( directly or indirectly ) for use by either Transferor to the extent owned, used or held for use by either Transferor as of the Closing ( but specifically excluding the Excluded Assets ( as defined inSection 2.1(c ) hereof ) ) primarily in connection with or relating directly to the Business, including, without limitation, thefollowing : ( i ) all rights and benefits under each of the contracts, commitments and other agreements expressly listed ordescribed on Schedule 2.1(b)(i ) ( collectively, ) ; ( ii ) all operating data and original records ( including computer files and electronic media ), including withoutlimitation, books ( other than corporate minute and stock record books ), records and accounts, correspondence, research anddevelopment files, drug master files, regulatory support files, production records, technical, accounting, manufacturing, quality control and procedural files and manuals, customer and vendor lists, customer complaint files, sales and marketingliterature, purchase orders and invoices and employment records ; ( iii ) original sets of all lab notebooks ( or copies if required ), manufacturing procedures, equipment calibrationsettings and other technical information ; ( iv ) all Transferor Intellectual Property ; ( v ) the current telephone number and facsimile numbers used in the Business and all rights to the Internet websiteaddress used in the Business;-5- ( vi ) all rights, claims, warranty rights or other similar rights of Transferors, with respect to the Contributed Assets, whether known, unknown, matured or unmatured, accrued or contingent, against third parties, including under express orimplied warranties from suppliers and claims existing at the time of the closing under insurance policies for damage toContributed Assets ; ( vii ) all transferable rights with respect to unemployment and other similar insurance reserves relating to anyemployees of Astral transferring to Transferee or one of its Affiliates in connection with the Agreement and transactionscontemplated hereby ; ( viii ) all transferable governmental permits related to the Business ; and ( ix ) all other assets, properties, claims, rights and interests of Transferors which exist on the Closing Date, of everykind and nature and description, whether tangible or intangible, real, personal or mixed, wherever located, which relateprimarily to or are used or held for use primarily in connection with the Business, other than any Excluded Assets ( as definedbelow )