definiens: ) . As used in this Agreement, the shall mean all of the properties, interests, tangible and intangible assets and rights of any kind of the Seller ( wherever located and whether or not required to bereflected on a balance sheet prepared in accordance with generally accepted accounting principles ) directly used in orresulting from the Business ( ), as follows ( but in each case only to the extent such item is Related tothe Business and not used in Seller ’s drug discovery or development activities):(a ) all items of equipment, tools and furniture, Related to the Business ( the ) listed inSchedule 1.1(a ) ; ( b ) all inventories, laboratory supplies, assays, reagents and research materials Related to the Business, in eachcase updated as of Closing Date ( the ) and listed in Schedule 1.1(b);(c ) all rights and interests under or pursuant to all warranties, indemnities, representations and guaranteesexpress, implied or otherwise, of or made by suppliers or others required as part of the transfer of the Purchased Assets or theAssumed Liabilities or otherwise Related to the Business;(d ) all of the following intellectual property of the Seller Related to the Business ( collectively, the):(i ) all rights and interest in and to all intellectual property and intellectual property rights of the Seller, including the right to use the name and variations thereof, any and all U.S. and foreign patents and patentapplications including those having claims directed to kinase screening and/or materials that are owned or otherwisecontrolled by Seller or any of its Affiliates, trademarks, copyrights, as listed in Schedule 3.9, and know how necessary orreasonably useful Related to the Business;(ii ) all rights and interests in and to(A ) methods, processes, techniques, software programs as listed in Schedule 1.1(d)(ii)(A ), tradesecrets, designs, and know - how;(B ) lab notebooks or as appropriate copies of portions thereof ( together with certification executedby the Seller that such copies are true and correct replicas of the original notebooks ), written or electronically capturedreference compound data, and written or electronically captured reports Related to the Business ( including technicalinformation, technical support and design and engineering specifications evidencing expertise ) listed in Schedule 1.1(d)(ii)(B)to be delivered by Seller to Buyer within ninety ( 90 ) days of the Closing Date,(in each above cases in Sections 1.1(d)(ii)(A ) and 1.1(d)(ii)(B ) which are owned by or in the possession or control ofSeller and if ( x ) enforceable as a trade secret ; or ( y ) the copying of which would be enjoined or restrained by a court asconstituting unfair competition);(iii ) all future income and proceeds from any of the intellectual property listed in items ( i ) and ( ii ) above;and(iv ) all rights of Seller to damages and profits by reason of the infringement of any of the KinomeScanIntellectual Property;(e ) all rights and interests of Seller to and in all pending and/or executory contracts, agreements, leases andarrangements Related to the Business to or by which the Seller, any of the Purchased Assets or the Business is bound oraffected identified in Schedule 1.1(e ) ( the ) ; ( f ) all purchase orders Related to the Business as of the Effective Date ; 2 ( g ) all governmental licenses, permits, filings, authorizations, approvals or indicia of authority Related to theBusiness or necessary for the conduct of the Business ( collectively, the ) listed in Schedule 3.14(a);(h ) all books, records, files and papers Related to the Business, the Purchased Assets or the AssumedLiabilities, including panels, reports, databases, drawings, engineering information, computer programs and softwareprograms, manuals and data, sales and advertising materials, sales and purchases correspondence, trade association files, research and development records, lists of present and former customers and suppliers ( including current contact informationfor such customers and suppliers ), personnel, employment and other records, and all copies and recordings of the foregoing(the ) ; ( i ) all goodwill Related to the Business including, but not limited to, the present telephone numbers, internetaddresses and other communications numbers and addresses of the Business other than the physical address of the Seller;(j ) All advertising and promotional materials Related to Business;(k ) All rights of contribution, rights of refunds, rights of reimbursement and other rights of recovery possessedby the Seller Related to the Business ( regardless of whether such rights are currently exercisable ) ; and(l ) All proceeds of any or all of the foregoing