definiens: means any change, event or occurrence which is adverse to the Business, taken as a whole if such change, event or occurrence has res ulted in or is reasonably likely to result in losse s, liabilities, claims, damages, costs and expenses, i n excess of US$ 2,000,000 ( Two Million and no/100 Dollars ) ; means all patents and patent applicati ons, in each case existing on the Closing Date, inc luding all divisionals, renewals, continuations, continuations -in - part, substitutions, restorations, patents of a ddition, restorations, extensions, supplementary protection certificates, registration or confirmation patents, reissues and re - examinations of any of the foregoing and/or patent term extensions thereof, all inventions disc losed therein, all rights therein provided by internation al treaties and conventions, and all rights to obta in and file for patents and registrations thereto, to the exten t related to the Product and owned by [COMPANY] or i ts Affiliates on the Closing Date