definiens: shall mean all right, title and interest in and to the Product and the following assets and rights owned or held by Seller or its Affiliates as of the date of this Agreement : Page 7 of 30(a ) ( i ) the Marks pertaining solely to the Product, all of which are set forth on Schedule 2.1(a)(i ), and all goodwill associated with theforegoing ; and ( ii ) all trade secrets, data, information, know - how and Copyrights owned by Seller or its Affiliates and relating solely to the Product in theTerritory ( the Intellectual Property described in clauses ( i ) and ( ii ) is referred to herein collectively as the ) ; ( b ) the Product Approvals;(c ) the Contracts set forth on Schedule 2.1(c ) ( the ) ; ( d ) the Product Records owned by Seller or its Affiliates other than marketing materials and sales training materials;(e ) all inventory of the Product, including Product in Seller ’s possession and consigned or unpurchased Product held by distributors on theExecution Date ( the ) ; and(f ) all containers, work in process, active pharmaceutical ingredients and other raw materials, labels, supplies, tools and equipment owned bySeller or by its Affiliates necessary or useful in the manufacture, distribution, marketing and sale of the Product and the Inventory