definiens: means all of the Sellers ’ right, title and interest as of the Closing in and to all of the following assets owned, licensed or l eased by any of the Sellers, in each case, to the e xtent acquired by Integra or any of the Sellers pursuant to the Co dman Purchase Agreement : ( i ) all inventory of finished Codman Products, a nd Codman Product specific raw materials and work in process, in each case, to the extent relate d to the Codman Business and excluding the Codman E xcluded Inventory ( the ) ; ( ii ) all Codman Contracts listed on Schedule 1.1 ( c)(ii ) ( the ) ; ( iii ) all rights under or pursuant to warranties, representations, indemnities or guarantees made by suppliers, manufacturers or contractors in conne ction with products or services provided to the Cod man Business from third parties exclusively in connecti on with the Codman Business ; ( iv ) all Intellectual Property used or held for use exclusively in the Codman Business, including the Patents, Copyrights, Trademarks and i nternet domain names listed on Schedule 1.1(c)(iv ), together with all rights to sue for past and present infring ement, dilution, misappropriation or other violatio n thereof ( the ) ; ( v ) all records, files, data and other materials, whether in hard copy or electronic form, to the extent relating to the Codman Business and in the p ossession of Seller ( but excluding records or files to the extent they do not relate to the Codman Business ): ( 1 ) ven dor lists, ( 2 ) customer lists, ( 3 ) a list of the na mes of the distributors for the Codman Products, ( 4 ) pricing l ists for the Codman Products, ( 5 ) testing and clini cal data, market research reports, marketing plans and other marketi ng - related information and materials ( including any underlying personal information to the extent transferrable un der applicable Law ), ( 6 ) advertising, marketing dat a, marketing plans, sales and promotional materials, to the exte nt permitted under the Codman Agreement ( 7 ) quality control, 5 vigilance and regulatory records and ( 8) ledgers, a nd other business records ( to the extent transferra ble under applicable Law, and excluding all Tax Returns and r elated workpapers ) ; provided that, to the extent pr acticable, Buyer shall be entitled to copies or extracts of an y such materials relating to the Codman Business th at are not included in the foregoing transferred records ; prov ided, further, that the Sellers shall be entitled t o retain copies of any such materials they deem reasonably necessary ( and such information shall be considered an Exclude d Asset )