definiens: shall mean all right, title and interest of Selle r in and to the following assets of Seller related to, used in, or held for use in the BOXR Platform or the ACTIA Platform, other than the Excluded Assets : ( a)The office supplies, machinery, equipment, furni ture, furnishings, fixtures, tools, instruments ( including, for the avoidance of doubt, any computer, specialized software and data associated therewith ), Inventory and other tangible personal property ( collectively, the ), listed on Schedule 1.1(a ) hereto ; ACTIVE/104823866.3 ( b)Subject to Section 1.4, all the rights in and in terests to the Contracts, proposals and other related agreements set forth on Schedule 1.1(b ) hereto ( collectively, the ) ; ( c)All Seller Intellectual Property Assets, includi ng the Seller Patents, Seller Marks and Seller Copyrights listed on Schedule 1.1 ( c ), but excluding, for the avoidance of doubt, ( i ) the Patents listed on Schedule 1.2(b ) and ( ii ) any Intellectual Property Assets that are exclusively r elated to the ACTR Platform, the COPR Platform or the Kiq Platform ; ( d)All Transferred Regulatory Documentation ; ( e)All Transferred Records ; ( f)All rights under any agreements with the Seller Associates solely to the extent relating to proprietary rights, confidentiality, no ncompetition and assignment of inventions ( the ) ; ( g)All personnel files and records with respect to any Seller Associate who is to become a Continuing Employee of Buyer ; ( h)All right, title and interest of Seller in and t o the goodwill incident to the BOXR Platform or the ACTIA Platform, if any ; and ( i)All claims, counterclaims, defenses, causes of a ction, rights under express or implied warranties, rights of recovery, rights of s et - off, rights of subrogation and all other rights of any kind against any Third Party, to the extent relatin g to any Purchased Assets or Assumed Liabilities ( t he )