definiens: means, collectively, the Seller ’s ( a ) right, title and interest in, to and under the CounterpartyLicense Agreement to ( i ) receive all of the Royalties, ( ii ) receive the reports produced by Counterparty pursuant to theCounterparty License Agreement in respect of sales of Licensed Products in the Territory, ( iii ) audit the records ofCounterparty in respect of such sales pursuant to the Counterparty License Agreement and receive an audit reportsummarizing the results of any such audit and ( iv ) make indemnification claims against Counterparty pursuant to theCounterparty License Agreement, ( b ) rights under the Currency Hedge Agreement to receive the Currency HedgePayments, ( c ) right to disapprove of an assignment of the Counterparty License Agreement by Counterparty and(d ) right to transfer, assign or pledge the foregoing, in whole orA-4 in part, and the proceeds of and the rights to enforce each of the foregoing . For the avoidance of doubt, PurchasedAssets do not include ( x ) any amounts payable by Counterparty to the Seller in consideration for the supply by theSeller of Compound to Counterparty or ( y ) any royalties payable by Counterparty to the Seller arising out of, related toor resulting from Non - Commercial Sales