definiens: means, collectively, allright, title and interest of Sellers in, to and under the following assets only ( and, for purposes of clarity, shall notinclude the Excluded Assets ): ( a ) all of the personal property owned by Sellers and used ( or allocated for use ) in the Business ( i)located at the Leased Premises ( as defined in Section 5.6(b ) ), including laboratory equipment, accessories, machinery, apparatus, furniture, fixtures, computer hardware and office equipment, including, without limitation, thoseitems identified on Schedule 2.1(a)(i ) attached hereto and ( ii ) located in California and Wisconsin and identified onSchedule 2.1(a)(ii ) attached hereto ; ( b ) all inventory, work - in - process, and supplies maintained by Sellers at the Leased Premises inconnection with the Business, including, without limitation, such inventory, work - in - process and supplies listed onSchedule 2.1(b ) attached hereto ; -7- ( c ) all Governmental Authorizations listed on Schedule 2.1(c ) attached hereto ; ( d ) all of Sellers ’ rights under the Business Contracts ( as defined in Section 5.16(a ) ), including theExisting Lease ( which shall constitute a as defined herein ), and all of Sellers ’ rights under theJoint Contracts ( as defined in Section 5.16(a ) ) solely as such rights apply to the Business, in each case as suchrights apply under the Business Contracts and the Joint Contracts from and after the Closing Date ; ( e ) all of Sellers ’ Intellectual Property Rights, telephone and telecopy listings with respect to theLeased Premises, and going concern value and goodwill related to the Business ; ( f ) with respect to the Business, any and all past and pending documents of sales and serviceinformation, customer lead lists, customer lists ( including the Customer List, as defined in Section 5.18 ), payor andsupplier lists, inventory cost records, machinery and equipment records, mailing lists, sales and purchasing materials, quality control records and procedures, standard operating procedures, analytical methods, validation documents andreports, books of account, customer records and records quotations, purchase orders, sales, brochures, advertisingmaterials, samples, display materials, and all files related to the Business on the Business ’ server ( including theComplyID library ) ; ( g ) all claims of Sellers against third parties relating to the Purchased Assets, whether choate orinchoate, known or unknown, contingent or non - contingent, to the extent arising after the Closing Date ; ( h ) all rights of Sellers relating to deposits and prepaid expenses relating to the Purchased Assets, including the security deposit with respect to the Existing Lease ; and ( i ) all warranties ( express and implied ) that continue in effect with respect to any Purchased Asset ( tothe extent transferable without consent of a third party ) and based on a claim arising after the Closing Date