definiens: shall mean the following assets of Seller as of the Closing : ( a ) the Contracts set forth on Schedule 2.1(a ) hereto ( collectively, the ) ; 7 ( b ) all Inventory and the Initial Antibody Supply ; ( c ) the equipment and other tangible personal property set forth on Schedule 2.1(c ) hereto ; ( d ) the Intellectual Property set forth on Schedule 2.1(d ) hereto ( collectively, the ) ; ( e ) all Books and Records, excluding such files as may be required under applicable Law regardingprivacy ; ( f ) the Permits set forth on Schedule 2.1(f ) hereto, to the extent assignable ( collectively, the ) ; ( g ) the historical food safety antibody research and development materials set forth on Schedule 2.1(g)(collectively, the ), which FS Antibody Collection Assets will, notwithstanding anything to thecontrary in this Agreement, be conveyed on an basis ; ( h ) all GMO antibody materials, including cells, cell lines, antibodies, proteins, immunogens, referencematerials and SOP ’s ( standard operating procedures ), to the extent such relate to the GMO antibody materials ; ( i ) all interests, rights to causes of action, lawsuits, judgments, claims, counterclaims, demands andbenefits of Seller under the Purchased Contracts, including all claims or rights against any Person arising arising solely from theownership of any Purchased Assets, and all similar rights, whether accrued or contingent, in each case, arising after the ClosingDate ; and ( j ) all goodwill and other intangible assets associated with the Business, including the goodwillassociated with the Purchased Intellectual Property