definiens: and variants of this term, such as will have correlativemeanings ) to Buyer, and Buyer will purchase, acquire and accept from Seller or [COMPANY] USA, all of Seller ’s and [COMPANY] USA’srespective right, title and interest in and to the Acquired Assets . For the purposes of this Agreement, means all Assetsowned or held by a member of the Seller Group that are located at the Kansas Lab and either included in any of clauses ( a ) – ( l ) below orotherwise primarily used or held for primary use in the Business and that are not otherwise addressed in such clauses, in each case whethernow existing or hereafter acquired prior to the Closing ( other than any such Assets that are Conveyed or otherwise disposed of after the datehereof and prior to the Closing not in violation of Section 6.1, and other than an interest in a business entity as defined in Treasury RegulationSection 301.7701 - 2(a)):(a ) all inventories of raw materials, laboratory supplies, work - in- process, finished goods and packaging materials primarily usedor held for primary use in the Business and located at the Kansas Lab as of the Closing ( collectively, ) ; ( b ) all machinery, equipment, furniture, furnishings, tools and other tangible personal property located at the Kansas Lab as of theClosing ( collectively, the ) ; ( c ) all accounts and notes receivable as of the Closing, in each case to the extent related to the conduct of the Business;(d ) all pre - paid expenses and other current assets as of the Closing, in each case to the extent related to the conduct of theBusiness;(e ) all Intellectual Property set forth on Exhibit 1.1(e ) ( ) ; ( f ) the Lease;(g ) all Contracts exclusively related to the Business;(h ) all books and records, including business records, research material, tangible data, documents, personnel records withrespect to Transferred Employees, invoices, customer lists, vendor lists, service provider lists, sales and promotional literature, catalogsand advertising material used for the marketing of products or services, but only to the extent related primarily to the Business as of theClosing and permitted by applicable Law, and excluding Tax Returns and related notes, worksheets, files and documents relatingthereto;(i ) ( a ) the software set forth on Exhibit 1.1(i ) ( the ) and ( b ) all application systems and software, including allcomputer software, programs and source disks, and related program documentation, tapes, manuals, forms, guides and other materials, computer hardware and other systems hardware and networking and communications assets, including servers, databases, backupsand peripherals, in each case located at the Kansas Lab as of the Closing and used exclusively in the Business;(j ) all Permits, to the extent transferable and related primarily to the Business and held as of the Closing;(k ) all goodwill generated primarily by, and associated primarily with, the Business ; and(l ) all guarantees, warranties, indemnities and similar rights in favor of Seller or [COMPANY] USA in respect of any other AcquiredAsset or any Assumed Liability