definiens: shall mean all of Seller ’s right, title and interest in, to and under the following property, whether nowowned or hereafter acquired, wherever located : ( i ) the License Agreement, including all of Seller ’s contract rights thereunder to receive the Royalty Payment andother monetary payments under the License Agreement and all of Seller ’s contract rights thereunder to enforce the LicenseAgreement directly against UCB ( which, for the avoidance of doubt, shall not include any right to enforce, maintain or otherwiseprotect the Patent Rights ) ; -2- ( ii ) the Right to License, including all of Seller ’s rights thereunder to receive payments, if any, arising from thelicense, if any, granted pursuant thereto and all of Seller ’s rights thereunder to enforce the Right to License and the license, ifany, granted pursuant thereto ( which, for the avoidance of doubt, shall not include any right to enforce, maintain or otherwiseprotect the Patent Rights ) ; ( iii ) all of Seller ’s books and records relating to any and all of the foregoing ; ( iv ) all Supporting Obligations ( as such term is defined in the UCC ) in respect of the foregoing and all collateralsecurity and guarantees given by any Person with respect to any of the foregoing ; and ( v ) all Proceeds ( as such term is defined in the UCC ) and products of and to any and all of the foregoing