definiens: means the intellectual property assets of the Company, necessary orappropriate for the its business as currently conducted or proposed to be conducted, which assets consist ofthe following property : ( A)the Products ( as defined below ) ; 12 ( B)all patents, patent applications ( whether provisional or pending ), patent rights, and inventions anddiscoveries and invention disclosures ( whether or not patented ) together with any and all patentsissuing thereon, including continuation, divisionals and re - issue applications and continuation - in - partapplications and any United States or foreign patents granted upon such applications, based uponinventions or improvements discovered by the Company ( collectively, ) ; ( C)the name, all trade names, trade dress, logos, packaging design, slogans, Internet domainnames, registered and unregistered trade - marks and service marks and applications for any of theforegoing ( collectively, ) ; ( D)all ( I ) copyright registrations and applications, ( II ) if the failure to possess such copyrights would causea Material Adverse Effect, copyrights that are not registered or applications in both published andunpublished works, including without limitation all compilations, databases and computer programs and(III ) derivatives, translations, adaptations and combinations of the above ( collectively, ) ; ( E)all know - how, trade secrets, confidential or proprietary information, research in progress, algorithms, data, designs, processes, formulae, drawings, schematics, blueprints, flow charts, models, prototypes, techniques, Beta testing procedures and Beta testing results ( collectively, ) ; and ( F)all goodwill, franchises, licenses, permits, consents, approvals, technical information, telephonenumbers, and claims of infringement against third parties ( collectively, the )