definiens: means, subject to Sectio n 2.02 : ( i ) all rights, title and interest in and t o the Products and the Business relating to the Products ; ( ii ) the Regulatory Approvals ; ( iii ) all fee owner ship and leasehold rights to the Owned Real Property ; ( i v ) the Transferred Assets ; ( v ) the Assumed Contract s ; ( vi ) the Marketing Materials ; ( vii ) the Books and R ecords ; ( viii ) all website addresses and URLs incorporating or referencing any of the Products ’ n ames or Trademarks ; ( ix ) the Inventory ; ( x ) the Accounts Receivable, ( xi ) prepaid expenses, to the extent such prepaid expenses will benefit the Buyer after the Closing ; and ( xii ) royalty free rights to the Computer Software and the Intellectual Propert y set forth on Schedule 1.01(fffff ) for perpetuity, inclu ding goodwill related to the Products and trade nam e For the avoidance of doubt, excludes the Retained Assets