definiens: means ( x ) whether or not listed in clause ( y ) of this Section 2.02(a ), except for Patents, Assigned Names and Marksand Transferred IP Agreements, any and all assets, properties and rights of the Seller and the Parent Designated Affiliates ofevery nature, kind and description, whether tangible or intangible, real, personal or mixed, accrued or contingent ( includinggoodwill ), wherever located and whether now existing or hereafter acquired prior to the Closing Date, Primarily related to, orPrimarily used or held for use in connection with the Transferred Business, whether or not carried or reflected on orspecifically referred to in the Seller ’s books or financial statements, other than the Excluded Assets plus ( y ) all of the Seller’sand the Parent Designated Affiliates ’ right, title and interest in, to and under the following, other than the Excluded Assets : 12(i ) all the Transferred Contracts ; ( ii ) all the Transferred Intellectual Property ; ( iii ) all the Receivables ; ( iv ) originals of all Books and Records that are associated with or employed by the Seller orthe Parent Designated Affiliates solely in the conduct of the Transferred Business and copies of all Books andRecords of the Seller that are associated with or employed by the Seller or the Parent Designated Affiliates in theconduct of the Transferred Business, but not solely so ; ( v ) all Personal Property ; ( vi ) all rights in respect of the Leased Real Property ; ( vii ) all sales and promotional literature and other sales - related materials, in each case, Primarily related to, used or held for use in the Transferred Business ; ( viii ) to the extent transferable in accordance with applicable Law, all Permits ; ( ix ) all goodwill, going concern value and other intangible assets of the Seller or the ParentDesignated Affiliates to the extent related to the Transferred Business, including any goodwill associated with any ofthe Assigned Names and Marks ; ( x ) all Claims against any Person to the extent related to the Transferred Business, theTransferred Assets or the Assumed Liabilities, pertaining to, arising out of or inuring to the benefit of any of theSeller or the Parent Designated Affiliates including ( A ) all rights under any Transferred Contract, including all rightsto receive payment for products sold and services rendered thereunder, to receive goods and services thereunder, toassert Claims and to take other rightful actions in respect of breaches, defaults and other violations thereof, ( B ) allrights under the Transferred IP Agreements, including all rights to sue and recover damages for past, present andfuture infringement, dilution, misappropriation, violation, unlawful imitation or breach thereof, and all rights ofpriority and protection of interests therein under the laws of any jurisdiction and ( C ) all rights under guarantees, warranties, indemnities to the extent arising from or related to the Transferred Business, the Transferred Assets or theAssumed Liabilities ; ( xi ) the insurance policy of the Seller its Affiliates set forth on Schedule 2.02(a)(xi ) and allrights related to the Transferred Business with respect thereto, including all insurance recoveries thereunder andrights to assert Claims with respect to any such insurance recoveries ; ( xii ) all Inventory ; ( xiii ) all Prepaid Items ; 13(xiv ) all assets for personal use ( e.g., cell phones, personal computers and Blackberrys)Primarily used by the Transferred Employees ; ( xv ) all equity interests in and to the Transferred Subsidiaries ; ( xvi ) all assets, properties and rights that are acquired by the Seller between the date hereofand the Closing for the Transferred Business in accordance with Section 1 of the Separation Agreement ; ( xvii ) the Drug Eluting Electrode Contracts ; and ( xviii ) all assets, properties and rights listed on Schedule 2.02(a)(xviii )