definiens: means only the following : ( a ) all right, title and interest of Seller and its Relevant Affiliates in the Transferred Intellectual Property that isexclusively used in or held for use for the United States ( whether or not Registered ), including theTransferred Intellectual Property that is Registered set forth on Schedule 2.1.1(a ) to the Disclosure Letter ( itbeing understood that there are no material Trademarks for which an application has not been filed ) ; ( b ) subject to Section 7.3, all rights in the Transferred Contracts relating exclusively to the United States setforth on Schedule 2.1.1(b ) to the Disclosure Letter, including any Unsatisfied Orders ; ( c ) subject to Section 7.2.2, all Governmental Approvals held by Seller and its Relevant Affiliates necessary forthe lawful operation of the IP Purchaser 28 Transferred Assets to the extent transferable to IP Purchaser and/or any of its Relevant Affiliates underapplicable Law ; ( d ) all Product Registrations for Seller products marketed in the United States to the extent they are transferableto IP Purchaser and/or its Relevant Affiliates under applicable Law set forth on Schedule 2.1.1(d ) to theDisclosure Letter, it being understood that any Product Registrations not transferred on the Closing Date andheld by Seller and/or its Relevant Affiliates that are necessary for the lawful operation of the Business, theFacility or the Transferred Assets shall be governed by the terms of Section 7.2.2 ; ( e ) subject to Section 7.2.3, all Transferred Books and Records for the Products in the United States ; ( f ) all advertising, marketing, promotional and sales materials ( including in store materials ), pricing lists, consulting deliverables, customer lists, sales records, vendor reports, master graphics files for all Productrelated items, financial data, market research, annual reports, research and development files, regulatory files, adverse event reports and files and other literature, catalogs and other sales - related materials currentlyowned by Seller or its Relevant Affiliates ( including customer and supplier lists ) to the extent exclusivelyrelating to the Business and/or the Products in the United States ; ( g ) the amount of, and all rights to, any insurance proceeds received by Seller after the date of this Agreement inrespect of the loss, destruction or condemnation of any IP Transferred Assets occurring prior to the Closingor relating to any Assumed Liabilities assumed by the IP Purchaser, to the extent such proceeds are nototherwise used by Seller or its Affiliates to repair such loss or destruction or settle such Assumed Liabilityprior to or after the Closing ; and ( h ) all right, title and interest of Seller and its Relevant Affiliates in the Intellectual Property included in theTransferred Discontinued Product Assets exclusively used in or held for use for the United States and allother Transferred Discontinued Product Assets in the United States