definiens: means all of the Sellers ’ right, title and interest as of the Closing in and to all of the following assets owned, licensed or l eased by any of the Sellers : ( i ) all raw materials, work in process and finis he d goods inventories used or held for use exclusively in connection with the Integra Business ( without taking into account any reserve therefor ), but excluding the Excluded Inventory ( the ) ; ( ii ) all Contracts listed on Schedule 1.1(g)(ii ) ( the ) ; 9 ( iii ) all machinery, equipment ( including all to oling and molds ) and other tangible personal property listed on Schedule 1.1(g)(iii ) ; ( iv ) all Integra IT Assets listed on Schedule 1 . 1(g)(iv ) ; ( v ) the real property lease(s ) listed on Schedul e 1.1(g)(v ) ( the ) ; ( vi ) all rights under or pursuant to warranties, representations, indemnities or guarantees made by suppliers, manufacturers or contractors in conne ction with products or services provided to the Sel lers from third parties exclusively in connection with the In tegra Business ; ( vii ) all Intellectual Property used or held for use exclusively in the Integra Business, including the Patents, Copyrights, Trademarks and internet do main names listed on Schedule 1.1(g)(vii ), together with all rights to sue for past and present infringement, di lution, misappropriation or other violation thereof ( the ) ; ( viii ) all books, records, ledgers, files, docum ents, correspondence, lists, plans, specifications, drawings, reports and other materials ( in whatever form or medium ) that pertain exclusively to the Int egra Business, excluding personnel files of the Transfer red Employees and all Tax Returns and related workp apers ; provided, however, that the Sellers shall be entitled to retain copi es of any such materials they deem reasonably necessary ( and such information shall be considered an Excluded Asset ) ; ( ix ) any rights to credits or claims for refunds or reimbursements ( but excluding ( A ) cash security or other deposits and ( B ) Tax Assets ) from third parties pertaining exclusively to the Integr a Business ; ( x ) all Permits held in the name of Sellers or t heir Affiliates and exclusively related to ( A ) the marketing, distribution and sale of the Integra ICP Products in the United States, the European Union, China, Canada, Australia, and New Zealand, ( B ) the marketi ng, distribution and sale of the Integra Shunts in the United States or ( C ) the manufacture of the Integra Busine ss Assets at the San Diego Manufacturing Facility ( ) ; and ( xi ) Sellers ’ goodwill exclusively related to th e Integra Business or any of the assets described in the foregoing clauses