definiens: shall mean all of the assets, proper ties and rights of the Sellers ( but, for the avoidance of do ubt, excluding the Excluded Assets ), including, wit hout limitation, the following : ( i ) training materials and equipment, mechanical and spare parts, trade fixtures, production supplies, molds, tools, tooling and dyes ; ( ii ) all sales and marketing materials ( includin g all product literature, advertising materials, customer lists and price lists ), all current and pr ospective client lists and customer data of the Sel lers and all customer relationship management ( CRM ) data ; ( iii ) all prepayments, security deposits, rebate s, refunds, prepaid expenses, rights of set - off, right of recoupment, and charges associated with Pu rchased Assets, including as related to the sales a nd marketing of Business Products and Services ; ( iv ) all Seller Intellectual Property and Seller Technology, in each case including the applications and registrations related thereto and including all income or payments receivable in conn ection therewith to the extent generated following the Clo sing, and including all damages and payments for in fringement or misappropriation of Seller Transferred Intellect ual Property and Seller Technology ( whether past or future ), the right to recover for infringements or misappropriat ions of Seller Intellectual Property and Seller Tec hnology ( whether past or future ), and any and all correspon ding rights that have been secured throughout the w orld with respect to any Seller Intellectual Property and Sel ler Technology, and all claims or causes of action or damages in connection therewith or arising therefrom ( whether past or future ) and all goodwill and going concern value associated therewith relating to the Business, the Business Products and 1 Services ( collectively, the ) ; ( v ) copies of the Registrations, supported by an d including : ( A ) documents in the possession of Sellers evidencing such Registrations issued to the Sellers by a Governmental Body, in each case to the extent assignable with or without requiring the consent of the issuing Governmental Body ; ( B ) all related Reg istration applications, clinical research and trial agreement s, data results and records of clinical trials and marketing research, all other clinical documents required to be kept by applicable Legal Requirements, all docum ents required to be kept under any other Legal Requirement regula ting the design or manufacture of Medical Devices, design history files, technical files, drawings, manufactu ring, packaging and labeling specifications, valida tion documentation, packaging specifications, quality co ntrol standards and other documentation, research t ools, laboratory notebooks, files and correspondence with regulatory agencies and quality reports and all re levant pricing information and correspondence with Governmental Bo dies with respect to such pricing matters, in each case ; and ( C ) any and all documentation related to the design, development, manufacture, test, release, distribu tion, worldwide market registration and clearance or appr oval, and post market surveillance and history of u sage of such products and proposed future products, as well as all quality system documentation ; ( vi ) all Contracts, including Intellectual Prope rty Licenses, listed on Schedule 1.1(a)(vi ) ( the ) ; ( vii ) all inventories, including raw materials, works in process, semi - finished and finished products, stores, replacement and spare parts, pack aging materials, operating supplies and inventory o n consignment, in transit or deposited in a warehouse ; ( viii ) all claims, causes of action, choses in a ction, rights of recovery and rights of set - off of any kind attributable to the Purchased Assets or As sumed Liabilities ( including all damages and paymen ts for future infringement or misappropriation of the Sell er Intellectual Property and any and all correspond ing rights that may be secured throughout the world with respe ct to the Seller Intellectual Property ), whether ar ising by way of counterclaim or otherwise, except to the extent any of the foregoing exclusively relate to ( x ) Excl uded Assets or Excluded Liabilities, or ( y ) intercompany receiv ables between Sellers or a Seller and any of its Af filiates ; ( ix ) all books, records, files, emails, correspo ndence, and data ( the ), including, but not limited to books of account, led gers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, cu stomer purchasing histories, price lists, distribut ion lists, supplier lists, production data, quality control re cords and procedures, customer complaints and inqui ry files, research and development files, records and data ( i ncluding all correspondence with any Governmental B ody ), sales material and records ( including pricing histo ry, total sales, terms and conditions of sale, sale s and pricing policies and practices ), strategic plans, internal financial statements, marketing and promotional sur veys, material and research and files relating to the Seller Intel lectual Property and the Intellectual Property Lice nses, and books, records, files and data relating to Taxes, except t o the extent any of the foregoing relate exclusivel y to ( x ) Excluded Assets or Excluded Liabilities, or ( y ) intercompany receivables between Sellers or a Seller and any of its Affiliates ; ( x ) all permits ( including, without limitation, the authorizations set forth as items 1 - 4 on Section 2.13 of the Disclosure Schedule ), licenses, certifications, authorizations, registrations, var iances, approvals and similar rights from all permitting, licensing, accrediting and certifying agencies ( including any Governmental Body ), and the rights to all data and records held by such permitting, licensing and certifying agenci es ( including any Governmental Body ) ; ( xi ) all computer software data and information, and all related hardware, except to the extent any of the foregoing relate exclusively to ( x ) Excl uded Assets or Excluded Liabilities, or ( y ) interco mpany receivables between Sellers or a Seller and any of its Affiliates ; and 2 ( xii ) all goodwill and going concern value of th e Business and Purchased Assets