definiens: shall mean all of the following assets ( whi ch, notwithstanding anything to the contrary in thi s Section - 19 - 2.3, shall not in any event include ( x ) any of the Retained Assets or ( y ) any assets that are owned, l eased or licensed by the Companies or any of their Subsidiar ies ( it being acknowledged and agreed that Buyer sh all obtain indirect ownership of such assets by virtue of its purchase of the Company Common Stock at the Closing, except to the extent they are Retained Assets ) ): ( i ) ( A ) all Conveyed Sites ( other than Conveyed Sites owned by any Company or any of its Subsidiaries ), including all structures, improvements and fixtures located thereon and all rights of way, other rights, privileges, licenses, easements and a ppurtenances belonging or appertaining thereto and ( B ) all Leased Real Property listed in Section 3.7(a ) of th e Seller Disclosure Schedule ; ( ii ) all Transferred Inventory as of 11:59 P.M. ( Eastern time ) on the date immediately prior to the Closing Date ; ( iii ) all machinery, equipment, furniture and fu rnishings, leasehold improvements, goods, vehicles, office equipment and supplies, com puters and related equipment, telephones, telecopie rs, and other fixed assets of any kind used primarily in or associated primarily with the Conveyed Sites ( othe r than Conveyed Sites owned by a Company ) or the Leased Re al Property as of 11:59 P.M. ( Eastern time ) on the date immediately prior to the Closing Date ; ( iv ) all Transferred Owned Consumer Care IP and all rights, benefits and interests of the Seller Group under the Transferred Consumer Care IP Agreements ; ( v ) all rights, benefits and interests under the Material Contracts to which any member of the Seller Group is a party or by which it is bo und, solely to the extent relating to the Consumer Care Business ; ( vi ) all ( A ) ( 1 ) permits, licenses, certificates, applications, registrations and other authorizations issued by or with, or obtained from, or submitted to or pending with, any Governmental Authority or other Person, including all current marketing au thorizations and pending applications for marketing authorizations lodged with or approved by any Gover nmental Authority ( ) for products of the Consumer Care Business, ( 2 ) core data sheets for any Consumer Care Product ( other than any Cons umer Care Product that is supplied to Buyer pursuant to the Seller to Buyer Master Product Supply Agreement ), and ( 3 ) all supporting files, data, studies and reports rel ating to the foregoing ( in tangible and electronic form ) and all technical and other information contained therein t ogether with all amendments and supplements thereto, in each of cases ( 1 ), ( 2 ) and ( 3 ), solely related to a Cons umer Care Product, but excluding drug master files other than drug master files described in the following clause ( B ), and ( B ) drug master files ( and the data conta ined therein ) solely relating to Consumer Care Products manufactu red at a Conveyed Site ; ( vii ) all causes of action, lawsuits, judgments, claims, demands and legal privileges of any nature available to or being pursued by Sell er or any of its Affiliates solely to the extent re lated to the Transferred Consumer Care Assets, the Assumed Consu mer Care Liabilities or the ownership, use, functio n or value of any Transferred Consumer Care Asset, wheth er arising by way of counterclaim or otherwise ; - 20 - ( viii ) all accounts receivable that are payable to Schering - Plough Canada, Inc