definiens: shall mean the following:(a)(i ) the Owned Real Property, including all Improvements, ( ii ) to the extent transferrable, allcertificates, licenses, permits, authorizations and approvals issued or granted to the Seller or itsAffiliates by Governmental Authorities for the Manufacturing Facility, the Finishing Facility or theSupporting Facility or the current operation thereof, including the certificates, licenses, permits, authorizations, approvals set forth on Schedule 2.1.1(a)(ii ) ( the ), and ( iii ) to theextent transferrable, all of the Seller 's right, title and interest, if any, under any Third Party warrantiesrelating to the Improvements and the equipment at the Facilities ( other than equipment usedexclusively in connection with the JEVV ) ( the ) ; ( b)except if used exclusively in connection with the JEVV and excluded in accordance with Section2.1.2(h ), the tangible personal property and interests therein, including machinery and equipment(other than Improvements ), equipment, furniture, furnishings physically located at the ManufacturingFacility, the Finishing Facility or the Supporting Facility set forth on Schedule 2.1.1(b ) ( whichSchedule 2.1.1(b ) may be updated by the Seller no later than three Business Days prior to theClosing Date ) ( the ) ; ( c)subject to Sections 7.2 and 7.10, ( i ) all rights of the Seller and its Affiliates under the Contracts setforth on Schedule 2.1.1(c ), as such Schedule may be updated by the Seller not less than threeBusiness Days prior to the Closing Date solely to include rights and interests under any additionalContract relating to the Product or the Transferred Assets, provided, however, the Purchaser mayrequest to remove an additional Contract from such Schedule with the consent of the Seller, whichconsent shall not be unreasonably withheld ( the ), including any cause ofaction, lawsuit, judgment, claim or demand with respect to such Transferred Contracts ( other than inrespect of the Excluded Liabilities ) and ( ii ) all rights in any Unsatisfied Orders arising under the CDCAgreement;(d)subject to Section 7.1, all Transferred Books and Records;(e)the Inventory existing on the Closing Date;(f)Transferred Regulatory Approvals;(g)Transferred Product Regulatory Documentation;(h)the Viral Seeds existing as of the Closing Date and in the possession of the Seller or its Affiliates;(i)the Transferred Intellectual Property, including any cause of action, lawsuit, judgment, claim ordemand with respect to such Transferred Intellectual Property ( other than in respect of the ExcludedLiabilities);(j)the Prepaid Items ; and(k)the rights to the accounts receivable for the Unsatisfied Orders, whether filled prior to or after theClosing Date ( the )