definiens: shall mean and include all of the properties, assets, goodwill, rights, title, interests, other assets of every kind, nature and description, personal or mixed, and tangible and intangible assets ( wherever located and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP ) owned ( or, in the case of Intellectual Property and Intellectual Property Rights, Controlled ) by th e Seller that are used in, necessary for the conduct of, or related to, the Products, including, without limitation : ( a ) All of the Intellectual Property and Intellectual Property Rights that are owned or Controlled by the Seller and that are used in, necessary for the conduct of, or related to, the Business, including all Purchased IP, Registered IP and the items listed on Schedule 1.1(a ) together with the goodwill associated with the Purchased Assets ; ( b ) All Inventory, spare parts, materials, drawings, specifications and prototypes, including the items listed on Schedule 1.1(b ) ; ( c ) All Contracts listed on Schedule 1.1(c ) and all rights related thereto ( the ) ; provided, however, that notwithstanding anything in this Agreement to the contrary, the Parties acknowledge and agree that only the Contracts listed on Schedule 1.1(c ) shall be included in the P urchased Assets, and any Contract relating to the Products not listed on Schedule 1.1(c ) shall be an Excluded Asset hereunder ; ( d ) All regulatory filings, clinical data, supporting documentation and license related to the Products ; ( e ) All Patent Files ; ( f ) All of the rights to the fixed and other tangible personal property, whether owned or leased by the Seller relating to the Business or the Purchased Assets and including all manufacturing equipment, materials, supplies, hardware, fixtures ( including d emo fixtures ), prototypes and related manufacturing tools, completed devices, models, improvements and other tangible assets set forth on Schedule 1.1(f ) ; 1