definiens: means the Sellers ’ and their Subsidiaries ’ rights, title and interests in the Product Rights owned, licensed or otherwise held by the Sellers or any of their Subsidiaries and any proceeds thereof, including all accounts receivable resulting from the sale, li cense or other disposition of Products by the Selle rs or their Permitted Licensees ; provided, however, that, upon a Change of Control of a Seller or any Subsidiaries, no Product Rights owned, in - licensed or otherwise held by the acquiring entity ( or any of its Affiliates existing prior to such Change of Control or acquired after such Ch ange of Control ) as of immediately prior to the clo sing of such Change of Control ( or in the case of an acquir ed Subsidiary, as of immediately prior to the closi ng of such acquisition ) or any Patents claiming priority to an y Patents included therein or other Intellectual Pr operty Rights derived from Intellectual Property Rights included therein will be deemed for the purposes of this definition . Notwithstandin g the foregoing, shall not include cash or cash equivalents