definiens: means all right, title and interest in and to all of the following assets of the Seller : ( a ) theAcquired Inventory ; ( b ) the Assigned Contracts ; ( c ) the Transferred Intellectual Property, goodwill associatedtherewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remediesagainst past, present, and future infringements thereof, and rights to protection of past, present, and future intereststherein under the laws of all jurisdictions relating to the Acquired Assets ; ( d ) the Transferred Intellectual PropertyAssets ; ( e ) claims, deposits, prepaid items, including, without limitation, prepaid Taxes, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment relating to any of the AssignedContracts ; ( f ) to the extent assignable, franchises, approvals, Permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from Governmental Authorities relating to the Acquired Assets ; ( g ) originals orcopies of all books, records and ledgers relating to the Acquired Assets, including, without limitation, all clinical, non - clinical, safety and adverse event reporting data related to the Acquired Assets ; ( h ) the Regulatory Filings ; and(i ) originals or copies of files, documents, correspondence, lists, creative materials, studies, reports, data, and otherprinted or written materials relating to the Acquired Assets