definiens: means all of Seller 's right, title, and interest in and to all of the assets of the Business as ofthe Closing Date, including ( a ) the Specified Patents, Specified Know - how, clinical trials data, Paclitaxel data, and allIntellectual Property owned or licensed to or by Seller and/or now or formerly used in the Business ( including, withoutlimitation, all Intellectual Property owned or licensed to or by Seller that is subject to the Bryn Mawr Agreement andthe Polypro Process and the Semi - synthetic Process ), ( b ) the Leased Real Property, ( c ) tangible personal property(such as machinery, equipment, inventories of raw materials and supplies, biomass, manufactured and purchasedparts, goods in process and finished goods, and furniture ) used in the Business wherever located, ( d ) Seller 's rights inthe Assumed Contracts, ( e ) claims, counterclaims, credits, deposits, prepayments, refunds, causes of action, chosesin action, rights of recovery, rights of set off, and rights of recoupment ( including any such item relating to thepayment of Taxes ), including, but not limited to the Mylan Litigation and all rights of Seller under the ConfidentialityAgreements, ( f ) all Product Registrations, Regulatory Documentation, and Paclitaxel Records ( subject to Seller 's rightto retain a copy of such documents for regulatory purposes ), ( g ) the assets of the Cayman Subsidiary related to theBusiness, ( h ) books, records, ledgers, files, documents, correspondence, lists, plats, architectural plans, drawings, and specifications, market research data, sales information, training materials, marketing materials, product literature, promotional materials, creative materials, studies, reports, and other printed or written materials, ( i ) either all of theoutstanding stock or assets of the UK Subsidiary, and ( j ) the Ross Computer ERP system ; provided, however, thatthe Acquired Assets shall not include ( i ) Seller 's corporate charter, qualifications to conduct business as a foreigncorporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identificationnumbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the1organization, maintenance, and existence of Seller as a corporation ; ( ii ) any Cash of Seller on hand immediately priorto Closing and the deposit on the Gunbarrel Facility lease ; ( iii ) accounts receivable of Seller that accrue in accordancewith GAAP prior to the Closing Date ; ( iv ) all assets, including, but not limited to, Intellectual Property, of Seller thatare not related to or used in the operation of the Business ; ( v ) any of the rights of Seller under this Agreement ( orunder any other agreement between Seller on the one hand and Buyer on the other hand entered into on or after thedate of this Agreement ) ; ( vi ) all of the outstanding capital stock of the UK Subsidiary ( unless stock rather than assetsare acquired by Buyer ) ; or ( vii ) the Retained Inventory