definiens: shall mean all assets owned or primarily used by Se ller or Seller Parent in connection with the operation of the Business, including : ( 1 ) the Equipment ; ( 2 ) the Books and Records ; ( 3 ) the Assumed Contracts ; ( 4 ) all pre - paid expenses of Seller or Seller Parent set forth on Schedule 1.1 ; ( 5 ) all work - in - process ; ( 6 ) all Intellectual Property owned by Seller or Seller Parent, including the registere d Intellectual Property set forth on Schedule 1.1, and all embodim ents thereof, including but not limited to document ations, manuals, notes, files, data, and other materials re lating to such Intellectual Property ; CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS D OCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24 B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED