definiens: means the Seller Labeled Inven tory listed on Schedule 5 attached hereto . ” 7.Section 9.1(a)(ii ) of the Agreement is hereby ame nded and restated to read in its entirety as follow s : “ all Inventories, wherever located, including consi gnment Inventory and Inventory held or order or in transit, but expressly excluding the Re tained Inventory ; provided, however, ( xx ) that in t he event Buyer Launches the Products in the United States ( and com mercializes and sells the Products into the commerc ial channel in the United States ) on or prior to the Agreed Upo n Buyer Launch Date as provided for in Section 5.17, the Retained Inventory shall thereafter be deemed to co nstitute an for purposes of this A greement, and ( yy ) that in the event Seller Launches the Prod ucts in the United States ( and commercializes and s ells the Products into the commercial channel in the United States ) after the Agreed Upon Buyer Launch Date as provided for in Section 5.17, and Buyer subsequently Launche s the Products in the United States ( and commercial izes and sells the Products into the commercial channel in t he United States ), any remaining Retained Inventory held by Seller shall thereafter be deemed to constitute an for purposes of this Agreement ; ” 8.The reference to in Section 9.1(e ) of the Agreement ( ) is hereby deleted and replaced with and the Contracts listed on Schedule A at tached hereto are added as for purposes of the Agreement, with the Parties expressly agreei ng that ( a ) if the assignment of any such additiona l Assigned Contract requires the consent of a Third Party ther eto, the Parties shall attempt to obtain such Third Party consent on or prior to the Closing, but obtaining such Thir d Party consent shall not constitute a closing cond ition for purposes of this Agreement, including, but not limi ted to, Sections 1.4(a)(vi ) and 6.1(b ) of the Agree ment, and ( b ) if any such Third Party consent is not obtained on or prior to the Closing, 3 such applicable additional Assigned Contract shall constitute a as defined in, and sub ject to, Section 1.1(c ) of the Agreement