definiens: shall mean, refer to and include all of Sellers ’ right, title and interest in and to all tangible and intangible assets, properties andrights, wherever located, which are owned, used or held ( directly or indirectly ) for use by Sellers to the extent owned, used orheld ( directly or indirectly ) for use by Sellers or their respective Subsidiaries as of the Closing ( but specifically excluding theExcluded Assets ( as defined in Section 2.1(c ) hereof ) ) in connection with or relating to the Business, including, withoutlimitation, the following:(i ) all rights and benefits under each of the Contracts of Sellers set forth onSchedule 2.1(b)(i ) and the unfilled customer purchase orders entered into by Sellers in the Ordinary Course of Business fromand after the execution of this Agreement and outstanding at the Closing ( a list of such purchase orders to be provided bySellers to Buyer at Closing ) ( collectively, ) ; ( ii ) all Tangible Personal Property, including but not limited to the Tangible Personal Property(A ) used or held for use by the Sellers ’ and their Subsidiaries at the locations where the Business is conducted, ( B ) in thepossession or control of any of Sellers ’ employees or ( C ) otherwise owned, leased or held by Sellers or their Subsidiaries atthe Closing Date;(iii ) to the extent relating to the Purchased Assets or the Assumed Liabilities, all operating dataand original records ( including computer files and electronic media ), including without limitation, books ( other thancorporate minutes, Tax books and records, stock record books and other books relating to the organization, maintenance, andexistence of Sellers as a corporation ), records and accounts, correspondence, research and development files, drug master files, regulatory support files, regulatory applications, correspondence and submission files, production records, technical, accounting, manufacturing, quality control and procedural files and manuals, customer and vendor lists, customer complaintfiles, device and product operation manuals, sales and marketing literature, purchase orders and invoices and copies of allemployment records related to the Hired Employees ( collectively, the ) ; provided that, in the case of any Recordswhich relate to both the Purchased Assets or the Assumed Liabilities, on the one hand, and the other businesses or assets orliabilities of Sellers, on the other hand, Sellers shall have the right to redact any portion of the Records solely to the extentthat they relate to such other businesses and assets ; provided, further, Sellers shall have the right to retain copies of anyportion of the Records to the extent reasonably necessary, including, in Sellers ’ discretion, to effect an orderly dissolution ofSellers;(iv ) original sets of all lab notebooks, manufacturing procedures, equipment calibrationsettings and other technical information;(v ) all of Sellers ’ right, title and interest in and to the Sellers ’ Intellectual Property, and anyand all Intellectual Property Rights that relate to or are used or held for use in connection with the Business;(vi ) the current telephone and facsimile numbers used in the Business and held by Sellers;23(vii ) all rights to the Internet website addresses used in the Business and held by Sellers;(viii ) all rights, claims, causes of action, rights of recovery or set - off, warranty rights or othersimilar rights of Sellers, whether known, unknown, matured or unmatured, accrued or contingent, against third parties, including under express or implied warranties from suppliers and claims existing at the Closing Date under insurance policies, to the extent and in the proportion relating to the Purchased Assets or Assumed Liabilities;(ix ) all transferable franchises, Permits, licenses, agreements, waivers and authorizations issuedby or obtained from any Governmental Body, to the extent held or used by any Seller or any of its Subsidiaries in connectionwith, or required for, the operation, use and exploitation of the Purchased Assets or the assumption, payment, performance anddischarge of the Assumed Liabilities;(x ) all customer lists used in the Business ; and(xi ) all cash and cash equivalents and the accounts and notes receivable of the Sellers existingas of the Closing ; and(xii ) all other assets, properties, claims, rights and interests of Sellers which exist on theClosing Date, of every kind and nature and description, whether tangible or intangible, real, personal or mixed, whereverClosing Date, of every kind and nature and description, whether tangible or intangible, real, personal or mixed, whereverlocated, which relate to or are used or held for use solely in connection with the Business, other than any Excluded Assets ( asdefined below ) or any items excluded in ( i ) through ( xi ) above