definiens: ): ( a ) all Program Materials ( as defined in Schedule 1.1(a ) ) and othertangible personal property and assets set forth on Schedule 1.1(a);(b ) ( i ) the Program Patents and ( ii ) all Know - How owned or otherwisecontrolled ( with the right to transfer ) by Seller and/or its Affiliates and used exclusively in theBusiness as currently conducted by Seller and its Affiliates ( collectively, ), together with all goodwill associated therewith and all rights and causes of action for past, present or future infringement, misappropriation, violation, misuse, dilution, unfair tradepractice or otherwise associated therewith, and rights of priority and protection of intereststherein;(c ) all rights under all Contracts of Seller that are listed on Schedule1.1(d ) ( the ), including, without limitation, any and all of Seller ’s rightsto milestone payments, grant funding and other receivables, earned or unearned, under theAssigned Contracts that have not been received by Seller prior to the date of this Agreement;(d ) all Books and Records ; and(e ) all of Seller ’s claims, causes of action and other legal rights andremedies, whether or not known as of the Closing Date, resulting from Seller ’s ownership ofthe Transferred Assets and/or the operation of the Business, but excluding causes of actionand other legal rights and remedies of Seller ( i ) against Purchaser with respect to theTransactions ; or ( ii ) relating to the Excluded Assets