definiens: means all ofthe right, title and interest of Seller and its Relevant Affiliates in the assets exclusively used in or held foruse for the Product Territories in connection with the Business ( but excluding ( x ) the items specified inSection 2.1.3 below and ( y ) the IP Purchaser Transferred Assets ), together with the following assets : ( a ) all right, title and interest of Seller and its Relevant Affiliates in the Facility and Owned Real Property ; ( b ) all right, title and interest of Seller and its Relevant Affiliates in ( i ) all tangible assets physically located atthe Facility ( other than the tangible assets contemplated by Section 2.1.3(m ) and those listed on Schedule2.1.3(k ) to the Disclosure Letter, but including those assets set forth on Schedule 2.1.2(b ) to the DisclosureLetter ) and ( ii ) all tangible assets exclusively related to the Business and/or the Products not physicallylocated at the Facility ; ( c ) all right, title and interest of Seller and its Relevant Affiliates in the Transferred Intellectual Property that isnot exclusively used in or held for use for the United States ( whether or not Registered ), including theTransferred Intellectual Property that is Registered and set forth on Schedule 2.1.2(c ) to the Disclosure Letter(it being understood that there are no material Trademarks for which an application has not been filed ) ; ( d ) subject to Section 7.3, all rights outside the United States in the Transferred Contracts set forth on Schedule2.1.2(d ) to the Disclosure Letter, including any Unsatisfied Orders ; ( e ) all Governmental Approvals held by Seller and its Relevant Affiliates necessary for the lawful operation ofthe Business Purchaser Transferred Assets to the extent transferable to Business Purchaser and/or any of itsRelevant Affiliates under applicable Law ; ( f ) all Product Registrations for Seller products marketed outside the United States to the extent they aretransferable to Business Purchaser and/or its Relevant Affiliates under applicable Law set forth on Schedule2.1.2(f ) to the Disclosure Letter, it being understood that any Product Registrations not transferred on theClosing Date and held by Seller and/or its Relevant Affiliates that are necessary for the lawful operation ofthe Business, the Facility or the Transferred Assets shall be governed by the terms of Section 7.2.2 ; 30 ( g ) subject to Section 7.2.3, all Transferred Books and Records for the Products outside the United States ; ( h ) all advertising, marketing, promotional and sales materials ( including in store materials ), pricing lists, consulting deliverables, customer lists, sales records, vendor reports, master graphics files for all Productrelated items, financial data, market research, annual reports, research and development files, regulatory files, adverse event reports and files and other literature, catalogs and other sales - related materials currentlyowned by seller or its Relevant Affiliates ( including customer and supplier lists ) to the extent exclusivelyrelating to the Business and/or the Products outside the United States ; ( i ) all movable assets exclusively related to the Products in the corresponding Product Territories ( includingmolds and dies, owned by Seller and/or its Affiliates but located at Third Party manufacturing locations andnot necessary for the manufacture of Products by Seller and/or its Relevant Affiliates pursuant to the SellerSupply Agreements ) including the movable assets set forth on Schedule 2.1.2(i ) to the Disclosure Letter ; ( j ) all movable assets set forth on Schedule 2.1.2(j ) to the Disclosure Letter ; ( k ) the Inventory, it being agreed that the Inventory will be determined in accordance with the provisions ofSection 3.3 and the Inventory Purchase Agreements ; ( l ) all right, title and interest of Seller and its Relevant Affiliates in the Intellectual Property included in theTransferred Discontinued Product Assets that is not exclusively used in or held for use for the United Statesand all other Transferred Discontinued Product Assets in the Discontinued Product Territories ( other than theUnited States ) ; ( m ) the amount of, and all rights to, any insurance proceeds received by Seller after the date of this Agreement inrespect of the loss, destruction or condemnation of any Business Transferred Assets occurring prior to theClosing or relating to any Assumed Liabilities assumed by Business Purchaser, to the extent such proceedsare not otherwise used by Seller or its Affiliates to repair such loss or destruction or settle such AssumedLiability prior to or after the Closing ; and ( n ) all rights in the intangible assets ( other than those described in clauses ( a ) through ( e ) and ( m ) above)exclusively used in or held for use for the Product Territories outside of the United States in connection withthe Business