definiens: means all of Seller ’s right, title, and interest in and to the followingassets, but excluding the Excluded Assets:(i ) all raw materials, work - in - process, finished goods, supplies, parts and other inventoriesowned by Seller on the Closing Date that are used or held for use primarily in the operation or conduct of the Business ( the ), including the items listed in Schedule 1.02(a)(i);(ii ) all tangible personal property and interests therein, including all machinery, equipment, furniture, furnishings, vehicles, communications equipment, computer equipment and hardware, of Seller that are used or heldfor use primarily in the operation or conduct of the Business, including the items listed in Schedule 1.02(a)(ii ) ( the);(iii ) all of the membership interests in CLRT Acquisition, LLC, a Delaware limited liabilitycompany ( ) ; ( iv ) all trademarks, trademark registrations and trademark applications, service marks, tradenames, copyrights, copyright registrations, copyright applications and all rights to any of the foregoing, in each casespecifically identified in Schedule 1.02(a)(iv ) as well as the patent applications and patents identified in Schedule 1.02(a)(iv)and any application claiming the benefit of priority from such patent applications and patents ( including all reissues, divisions, continuations and extensions thereof ) ( collectively, the ) ; ( v ) all trade secrets, inventions ( whether patentable or unpatentable and whether or notreduced to practice ), proprietary data, know - how, formulae, processes, procedures, research records, records of inventions, testinformation, manufacturing and production processes and techniques, technical data, designs, drawings, customer andsupplier lists, pricing and cost information, business and marketing plans and proposals, market surveys and marketing know - how that are used or held for use primarily by Seller in the operation or conduct of the Business and the source code, theobject code and the documentation for software that is primarily used in the operation of Seller ’s telepathology, virtualmicroscopy and/or automated imaging instruments ( including, but not limited to, Seller ’s ACIS ® systems ) or any similarproducts or derivations thereof ( the ), including those items listed on Schedule 1.02(a)(v ) ) ( collectively, the ) ; ( vi ) all permits, licenses, franchises, approvals or authorizations from any Governmental Entity(as defined in Section 3.03 ) ( ) owned by Seller that are used or held for use primarily in the operation or conduct ofthe Business, to the extent transferable, including those listed on Schedule 1.02(a)(vi ) ( the ) ; ( vii ) all written contracts, leases, subleases, licenses, agreements, commitments and all otherundertakings of any kind, whether written or oral, to which a Seller Party is a party or by which a Seller Party is bound ( i ) thatare listed in Schedule 1.02(a)(vii ), ( ii ) that relate primarily to the Business and which are entered into after the date hereof andprior to the Closing Date in compliance with this Agreement, ( iii ) that are listed in Schedule 3.08 or that are used or held foruse primarily in, or that arise primarily out of, the operation or conduct of the Business and that are not required to bedisclosed on Schedule 3.08, or ( iv ) that are entered into ( including agreements governing inventions, computer software rightsand works - made - for - hire ) with personnel, including Transferred Employees and employees, agents, consultants and contractorswho have contributed to or participated in the conception and development of the Transferred Intellectual Property orTransferred Technology ( ) relating to the ownership of intellectual property to the extent such intellectualproperty constitutes a Transferred Asset, and any confidentiality and non - disclosure agreements with such Personnel orTransferred Employees to the extent relating to the Business ( collectively, the ) ; ( viii ) all rights, claims, credits, rights of set - off and causes of action to the extent relating toany Transferred Asset, any Assumed Liability ( as defined below ) or the Business ( collectively, ), other than ( i ) exceptto the extent contemplated by Section ( x ) below, any such items arising under insurance policies, ( ii ) Claims described onSchedule 1.02(b)(iv ) and ( iii ) all rights to assert claims, demands, actions, suits and causes of action, whether class, individualor otherwise in nature, in law or in equity, including any claim, demand, action, suit or cause of action for damages, injunctive relief, declaratory relief or other relief, under the antitrust laws of any foreign country or the United States or anyState thereof, unfair competition, unfair practices, price discrimination, unitary pricing, consumer protection, fraud preventionor trade practice laws ( in any such case, domestic or foreign ) that Seller, in any capacity, ever had, now has or may or shallhave in the future, whether known or unknown, relating in any way to the Seller ’s purchase or procurement of any good, service or product2with respect to the Business, in either case, at any time up until the Effective Date, along with any and all recoveries bysettlement, judgment or otherwise in connection with any such Claims;(ix ) ( A ) all books of account, Tax Returns and Tax records relating exclusively to the Businessor CLRT, ( B ) all general, financial, accounting and personnel records relating exclusively to the Business, and ( C ) all files, invoices, customers ’ and suppliers ’ lists, other distribution lists, billing records, sales and promotional literature, manuals andcustomer and supplier correspondence owned by Seller that are used or held for use primarily in, or that arise primarily out of, the operation or conduct of the Business, except to the extent relating to the Excluded Assets or the Retained Liabilities ( asdefined in Section 1.04(b));(x ) all insurance proceeds ( except to the extent relating to Excluded Assets or RetainedLiabilities ), net of any retrospective premiums, deductibles, retention or similar amounts ( in each case except to the extentrelating to Excluded Assets or Retained Liabilities ), arising out of or related to damage, destruction or loss of any property orasset of or used primarily in connection with the Business to the extent of any damage or destruction that remains unrepaired, or to the extent any property or asset remains unreplaced on the Closing Date;(xi ) all bids from suppliers of the Business or open purchase orders of the Business to theextent attributable to the Business;(xii ) the escrow account(s ) of each Seller Party established in connection with the Med OneAgreement ( the ) and Seller ’s server dedicated exclusively to servicing obligations to Med One(the ) ; and(xiii ) all accounts receivable arising primarily from the operation of the Business from and afterthe Effective Date