definiens: shall mean thefollowing business operations, assets, properties and rights of Seller existingas of the date of the Closing, except as otherwise expressly provided in Section1.1.2 or 2.3 hereof : ( a ) All of Seller 's interests in certain real property leased by Seller and used in connection with the Transferred Business and located at 14801 Sovereign Road Fort Worth, Texas 76155 - 2645, which interests, together with the lease relating thereto ( the ) are more particularly described on SCHEDULE 1.1.1(a);<PAGE > ( b ) All fixtures, installations, machinery, equipment and spare parts, to the extent not constituting real property under applicable law, vehicles, furniture, tools, office and laboratory equipment and other personal property located at the Plant and used exclusively or primarily in the Transferred Business, including but not limited to those identified in SCHEDULE 1.1.1(b ) and/or reflected on the Closing Date Balance Sheet ( the personal property transferred under this paragraph collectively referred to as the ) ; however, excluding those items identified on SCHEDULE 1.1.2(a ) ; ( c ) Seller 's inventories of work in process ( including bulk packaged or unpackaged ) tablets, whether at the Plant or at any [COMPANY] Affiliate ), raw materials, packaging materials, finished goods ( whether at the Plant or at any [COMPANY] Affiliate, however, excluding [COMPANY] 's Specialty Pharmaceuticals Services Division ), other materials and supplies held for use in the ordinary course of the Transferred Business as operated at the Plant and operating the Tangible Personal Property, all as relate solely or primarily to the Transferred Business, including but not limited to those identified on SCHEDULE 1.1.1(c ) and/or reflected on the Closing Date Balance Sheet, including, without limitation, all inventory at the Plant relating to Adams Products and the Transferred Business and in the possession of contractors providing outsourcing services and all obsolete goods, materials and supplies, but specifically excluding inventories of Adams Products shipped and invoiced to Purchaser prior to Closing ( collectively, the ) which SCHEDULE 1.1.1(c ) Seller may update at any time up to and including two ( 2 ) business days prior to Closing ; ( d ) All prepaid expenses and deposits relating to the Transferred Business or the Plant, except those listed on SCHEDULE 1.1.2(h ) ; ( e ) All files, books, records, data, plans and other information relating exclusively or primarily to the Purchased Assets or the Transferred Business, including without limitation all manufacturing processes and procedures, analytical procedures, quality assurance and control procedures, sampling procedures, controlled documents, operational and environmental systems and records, standard operating procedures, information required to be maintained at the Plant by any governmental agency, policies or other documents relating to environmental, health and safety matters, customer and supplier lists, equipment manuals and maintenance records, building and equipment blueprints and specifications, drawings and designs, real estate surveys and reports, abstracts of title, computer software, documentation and related object and source code ( to the extent owned or assignable by Seller, but specifically excluding the JD Edwards Software ), and other data used or held for use in connection with the operation of the Transferred Business ( all of the foregoing items shall collectively be referred to as the ) . The parties acknowledge and agree that they may determine additional items constitute Books and Records pursuant to the foregoing definition, and each party agrees to promptly inform the other party of any additional items that such party believes constitute additional Books and Records ; ( f ) All of Seller 's rights under each written or oral contract, agreement, warranty relating to any Tangible Personal Property or other Purchased Asset, lease, plan, instrument, registration, license, permit or approval, or other document, 2 < PAGE > commitment, arrangement, undertaking, practice or authorization entered into and related exclusively to the Transferred Business or the Purchased Assets, each as identified on SCHEDULE 3.1.16 and any outstanding purchase orders issued by Seller prior to Closing in the ordinary course of business and related to the Transferred Business ; ( g ) All rights under express or implied warranties relating to the Transferred Business or the Purchased Assets ; and ( h ) All other properties and assets of every kind and nature, real or personal, tangible or intangible, located at the Plant and owned by Seller or any [COMPANY] Affiliate and used or held for use exclusively or primarily in connection with the Transferred Business, including without limitation, the goodwill associated therewith ( which was recorded on the Seller 's financial statements in connection with the Original Purchase Agreement ), and not otherwise specifically excluded under Section 1.1.2 . An of a person is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified