definiens: mean : ( a ) such deeds and instruments of sale, conveyance, transfer and assignment as are necessary or reasonably desirable to vest in Buyer all of the Assets free and clear of all liens, claims and encumbrances other than the Assumed Liabilities and Permitted Liens including but not limited to the Bill of Sale, substantially in a form to be mutually agreed by the Parties ; ( b ) the Assignment and Assumption Agreement, substantially in a form to be mutually agreed by the Parties ; ( c ) the License Agreement between Seller and Buyer pertammg to the Intellectual Property comprising the Epitope Identification System, substantially in the form attached as Exhibit 1.45(c ) ( the ) ; ( d ) the License Agreement between Buyer and Seller pertammg to the Intellectual Property comprising the PADRE Technology, substantially in the form attached as Exhibit 1.45(d ) ( together with the EIS License Agreement, the ) ; ( e ) the Services Agreement, substantially in the form attached as Exhibit 1.45(e ) ( the ) ; - 6 -(I ) the Novation Agreement related to the NIH Grants ( other than the grant in clause ( iii ) of the definition of NIH Grants ), substantially in the form attached as Exhibit 1.45(0 ( the ) ; ( g ) assignments to all Intellectual Property Assets ; and ( h ) assignment of the and trademark s