definiens: shall mean all assets owned or primarily used by Seller or Seller Parent in connection with the operation of theBusiness, including : ( 1 ) the Equipment ; ( 2 ) the Books and Records ; ( 3 ) the Assumed Contracts ; ( 4 ) all pre - paid expenses of Seller or Seller Parent set forth on Schedule 1.1 ; ( 5 ) all work - in - process ; ( 6 ) all Intellectual Property owned by Seller or Seller Parent, including the registered Intellectual Property set forth onSchedule 1.1, and all embodiments thereof, including but not limited to documentations, manuals, notes, files, data, and othermaterials relating to such Intellectual Property;CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTEDAND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THESECURITIES EXCHANGE ACT OF 1934, AS AMENDED