definiens: means collectively the Seller, the Purchaser and, solely for purposes of Clause 6.6, * * *, and Clauses 8.6.1through and including 8.6.5, KRR and means each of them individually ; means all Intellectual Property that ( a ) is incl uded in the Purchased IntellectualProperty and transferred to the Purchaser as of the Closing Date ; and ( b ) is used in connection with, or related to, thebusiness of researching, evaluating and litigating originator Intellectual Property as permitted under Law for, developing, testing, obtaining regulatory approval for, manufacturing, negotiating third party contrac ts for, procuringmaterials for, marketing, distributing and selling penem API ( including carbapenems API ) and penicilli n API forpharmaceutical products or for 505(b ) Products, NCE ’s and/or NBE ’s ; means any know - how, including technical know - how, process know - how, technology, technical data, trade secrets, confidential busines s information, manufacturing and production process es andtechniques, regulatory requirements and information, clinical data and protocols, research and develop mentinformation ( including all research and development data, experimental and project plans and pipeline productinformation ), storing and shipping information, fin ancial, marketing and business data, pricing and co st information, business and marketing plans, advertising and promo tional materials, customer, distributor, third part y manufacturerand supplier lists and information, correspondence, records, and other documentation, and other propri etarydocumentation and information of every kind, in eac h case solely to the extent included within the def inition ofPen / Penem Intellectual Property ( and without expand ing the scope of the same ) ; means ( a ) Encumbrances for Taxes not yet due and payable, or being contested in goodfaith, and for which appropriate reserves have been established in the Balance Sheet or since the date of the BalanceSheet, have been incurred in the Ordinary Course of Business, ( b ) Encumbrances in respect of property or assetsimposed by Law that were incurred in the Ordinary C ourse of Business, such as carriers ’, warehousemen ’ s, materialmen ’s and mechanics ’ liens and other simila r liens, ( c ) with respect to the Real Property, ( i ) reciprocaleasement agreements, utility easements and other cu stomary encumbrances on title, and ( ii ) zoning, ord inances, building codes, regulations and enactments of any G overnmental Authority having jurisdiction over the RealProperty ; provided, however, that such matters described in clauses ( i ) and ( ii ) do not, individually or in theaggregate, materially impair the present use of the Real Property in the operation of the Business or the value of theReal Property affected thereby and ( d ) Encumbrances set forth on Schedule 1.1(f ) ; means any natural person, firm, corporation, limi ted company, private limited company, limited liabi litycompany, Governmental Authority, joint venture, gen eral or limited partnership, trust, association or other entity(whether or not having separate legal personality ) ; means any action, arbitration, audit, examination, investigation, hearing, litigation or suit ( wheth ercivil, criminal, administrative, judicial or invest igative, whether formal or 15 CONFIDENTIAL TREATMENT [ * * * ] Indicates that text has been omitted which is the s ubject of a confidential treatment request . This te xt has beenseparately filed with the SEC