definiens: means ( i ) the Accounts Receivable, Assigned Contracts, cash, deposits and prepaid assets belonging to Seller, Equipment and Machinery, Files and Records, Intangible Assets, Intellectual Property, Inventory, Licenses and Permits ( to the extent transferable by Seller ), Leased Real Property, work - in - process, and all other assets of Seller ( excluding inter - company items ) as of the Closing Date ( including all such items shown or reflected in the December 31, 1999 balance sheet of Seller, with additions thereto, net of dispositions in the Ordinary Course of Business, since December 31, 1999 ), of every kind, nature, character, and description, whether real, personal or mixed, whether accrued, contingent or other, and wherever situated, and whether or not reflected in any financial statement of Seller, but excluding the Excluded Assets, and ( ii ) the Clinsite Intellectual Property and accounts receivable of Clinsite relating to the Business which are reflected on SFBC International, Inc