definiens: means, other than any Excluded Asset, all of the assets, properties and rights ofSeller existing as of the Closing, including:(A ) all assets reflected on the Closing Balance Sheet;(B ) all fixed assets and all computers, machinery, equipment, tools and tooling, furniture, fixtures, supplies, leasehold improvements, motor vehicles and other tangible personal property;(C ) all Accounts Receivable, and all rights to unbilled amounts for products delivered or servicesprovided, together with any security held by Seller for the payment thereof;(D ) all Inventories, wherever located, including consignment Inventory and Inventory held on orderor in transit ; - 2 -(E ) all customer, supplier and distributor lists, art work, display units, telephone and fax numbersand purchasing records and other Books and Records ( other than employee records);(F ) all rights under Assigned Contracts, including all rights under pending customer orders and allother similar agreements;(G ) the leasehold, subleasehold or license interest under all Real Property Leases;(H ) all sales literature, marketing materials, technical materials and manuals and other supplies;(I ) all Trademarks, including the Business Names, and all goodwill associated therewith;(J ) all Permits ( including all FDA Permits and all Environmental Permits);(K ) all Patent Rights, know - how ( including product know - how ), trade secrets, copyrights and otherIntellectual Property;(L ) all non - Tax refunds, deposits, prepayments, prepaid expenses and other prepaid assets ( notincluding prepaid insurance premiums);(M ) all claims, causes of action, choses in action, rights of recovery and rights of set - off orrecoupment of any kind relating to an Acquired Asset or an Assumed Liability, in each case, includingany Liens, warranty claims or other rights to payment or to enforce payment ; and(N ) all goodwill and going concern value