definiens: means, collectively, the Seller ’s ( a ) right, title and interest in, to and under the Counterparty LicenseAgreement to ( i ) receive all of the Royalties, ( ii ) receive the reports produced by Counterparty pursuant to the CounterpartyLicense Agreement in respect of sales of Licensed Products in the Territory, ( iii ) audit the records of Counterparty in respect ofsuch sales pursuant to the Counterparty License Agreement and receive an audit report summarizing the results of any suchaudit and ( iv ) make indemnification claims against Counterparty pursuant to the Counterparty License Agreement, ( b ) rightsunder the Currency Hedge Agreement to receive the Currency Hedge Payments, ( c ) right to disapprove of an assignment of theCounterparty License Agreement by Counterparty and ( d ) right to transfer, assign or pledge the foregoing, in whole or in part, and the proceeds of and the rights to enforce each of the foregoing . For the avoidance of doubt, Purchased Assets do notinclude ( x ) any amounts payable by Counterparty to the Seller in consideration for the supply by the Seller of Compound toCounterparty or ( y ) any royalties payable by Counterparty to the Seller arising out of, related to or resulting from Non - Commercial Sales