definiens: means all right, title, and interest in and to all of the assets constituting the Business, including ( a ) all product formulations of the Business and any and all derivations thereof, including those listed in Schedule I.2(a ) ( the ), ( b ) the products of the Business, including those listed on Schedule 1.2(b ) ( the ), ( c ) all free - standing and detachable fixed assets and tangible personal property ( such as machinery, equipment, instruments, inventories of materials and supplies, manufactured and purchased parts, goods in process and finished goods, furniture, computer equipment and software, detachable lab books and tools ) used solely in the Business, inclusive of those listed on Schedule I.2(c ), ( d ) Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions, ( e ) leases, subleases, and rights thereunder, ( f ) agreements, contracts, indentures, mortgages, instruments, security interests, guaranties, other similar arrangements, and rights thereunder, including those listed on Schedule Library : Columbus ; Document # : 306291 v9 CONFIDENTIAL TREATMENT REQUESTED .urn, ( g ) accounts, notes, and other receivables ( excluding inter - company receivables ) ( the ), ( h ) claims, deposits, prepayments, refunds, causes of action, choices in action, rights of recovery, rights of set off, and rights of recoupment ( excluding any such item relating to the payment of Taxes ), ( i ) franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies, G ) books, records, ledgers, files, documents, correspondence, lists, ( including any and all lists of past, current and prospective customers ), architectural plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials, and ( k ) telephone numbers ( including toll free 800, fax / telecopier, and other numbers ), web domain names and websites, and similar or related communication properties, rights or interests used or held for use primarily in connection with the Business ; provided, however, that the Acquired Assets shall not include ( i ) the Real Property, ( ii ) the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of Seller as a corporation, ( iii ) any of the rights of Seller under this Agreement ( or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement ), ( iv ) counters, platforms, shelving and mezzanines, automobiles, trucks, tractors and trailers of Seller, or ( v ) specific assets listed on Schedule 1.2(v )