definiens: means the followin g assets of Seller and its Affiliates primarily related to the Products, as the same exis t as of the Closing, excluding the Excluded Assets : ( i)all Product Technology, including the Assigned I ntellectual Property ; ( ii)the Purchased Contracts ; ( iii)the Transferred Records, and copies of all dat a or information in Seller ’s possession relating to Know - How and Show - How which is reasonably necessary for Buyer ’s Development or Commercialization of each Product ( i ncluding for regulatory purposes ) ; provided that Seller shall have continued access to such Transfer red Records as are necessary to administer the Chapter 11 Cases and Seller may retain copies of an y Transferred Records ; ( iv)all Product Registrations, Regulatory Approvals and Regulatory Filings for the Products ; ( v)all purchase orders ( including the right to rece i ve revenue pursuant thereto ) received from third parties for Finished Goods that remain unfilled as of the Closing ; ( vi)all Inventory, including but not limited to, th at Inventory on Schedule 2.2(a)(vi ), which shall include a limited, world - wi de, exclusive license from Seller to Buyer for Buye r to sell Finished Goods that are already packaged in Seller ’s existing packaging, and Inventory produce d after the Closing, utilizing commodities or materia ls that are part of the Transferred Assets that ide ntify Seller and/or include Seller ’s NDC number ; ( vii)the right to enforce all rights relating to th e Product Technology and to be awarded past and future damages for any infringemen ts or misappropriations of any of the Assigned Intellectual Property ; ( viii)the Round Rock Facility Lease ; ( ix)the Equipment identified on Schedule 2.2(a)(ix ) ; ( x)all Products ; ( xi)all Finished Goods ; ( xii)all Intellectual Property ; ( xiii)all Inventions ; ( xiv)all Marks ; ( xv)all NDAs ; ( xvi)all Patent Rights ; ( xvii)all INDs ; ( xviii)all Sales and Marketing Materials ; ( xix)all Know - How and Show - How ; and ( xx)all goodwill and other intangible assets associ ated with the foregoing Transferred Assets