definiens: means the following assets as the same exist as of immediately prior t o the Closing : ( a ) the Patent Rights set forth on Schedule 1.1 ( a ) ( including any continuation, divisional, continuation - in - part, substitution, reissue, renewa l, reexamination, supplemental protection certifica te, extension, and foreign counterpart of such Patent Rights ) ( the ), and the Seller ’s and, to t he extent applicable, its Subsidiaries ’, right, title and int erest in and to all patent files, correspondence, o pinions, studies, search results and documentation that are in the po ssession or control of the Seller ( or, to the exten t applicable, any of its Subsidiaries ) as of immediately prior to the Closing to the extent exclusively related to s uch Transferred Patents ( the ) ; provided that the Seller shall have the right to retain copies of any such Transferred Patent Files for its compli ance records ; ( b ) the permits set forth on Schedule 1.1(b ) and the Seller ’s and, to the extent applicable, its Subsidiaries ’, right, title and interest in and to any other regulatory filings, marketing authori zations, permits, licenses, registrations, regulatory clearances, app rovals, concessions, qualifications, registrations, certifications and similar items in each case granted by Governmen tal Entities ( ) to the extent exclusively used or held for use in connection with, or are exclusively related to, a Product as of immediately prior to t he Closing ( the ) ; provided that the Sell er shall have the right to retain copies of any suc h Transferred Permits for its compliance records ; ( c ) any and all Know - How owned by Seller or its Subsidiaries that is exclusively related to any Product as of immediately prior to the Closing ( the ), including the Know - Ho w identified on Schedule 1.1(c ) ; ( d ) all of the inventory exclusively related to any Product as of immediately prior to the Closing, including the bulk and vialed inventory, e xisting finished quantities, work in process, raw m aterials, constituent substances, materials, stores and suppl ies, as well as any trade and sample inventories ( t he ), as set forth on Schedule 1.1(d ) ; ( e ) the Seller ’s and, to the extent applicable, its Subsidiaries ’, right, title and interest in and to the contracts, licenses, instruments and other agre ements and legally binding arrangements set forth o n Schedule 1.1(e ) ( the ) ; and ( f ) the Seller ’s and, to the extent applicable, its Subsidiaries ’, right, title and interest in and to all books, documentation, ledgers, files, reports, plans and operating records that are in the possess ion or control of the Seller or its Subsidiaries that are exclusiv ely related to any Product as of immediately prior to the Closing ( and not any Excluded Asset or Retained Liability ) ( the ) ; provided tha t the Seller shall have the right to retain copies of any such Transferred Books and Records, including lab notebooks, for its compliance records