definiens: means all of the assets primarily used or held for use in the Business, including but not limited toSellers ’ right, title and interest in, to and under the following properties and assets ( tangible or intangible ), in each case other than the ExcludedAssets : ( i ) the Contracts relating to the Business, including those set forth on Schedule 2.3(a)(i ) ( collectively, the ), including all rights thereunder ; ( ii ) all Business Intellectual Property owned by Sellers including the Intellectual Property Rights set forth on Schedule 2.3(a)(ii ), and all licenses and other rights of Sellers in relation to any Business Intellectual Property that it does not own ; ( iii ) all Books and Records, including the Regulatory Documents set forth on Schedule 2.3(a)(iii ) ; ( iv ) all Data ; ( v ) all prepaid expenses related to the Business, including as set forth on Schedule 2.3(a)(v ) ; ( vi ) infrastructure for the marketing and commercialization of the Product, and/or other activities in support of the Business, including associated know - how, files, and other assets such as marketing materials, tradeshow booths and exhibits ; and ( vii ) all claims, counterclaims, credits, causes of action, choses in action, rights of recovery, and rights of indemniﬁcation orsetoﬀ against Third Parties and other claims primarily arising out of or primarily relating to the Purchased Assets or the Assumed Liabilities afterthe Closing and all other intangible property rights that relate to the Purchased Assets or the Assumed Liabilities