definiens: means the following assets as the same exist as of immediatel y prior to 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 and a ny other Patent Right claiming priority to any of t he foregoing ) ( the ), and the Sel ler ’s and, to the extent applicable, its Subsidiari es ’, right, title and interest in and to all patent files, correspond ence, opinions, studies, search results and documen tation that are in the possession or control of the Seller ( or, to the extent applicable, any of its Subsidiaries ) as of immediately prior to the Closing to the extent related to such Transferred Patents ( the ) ; provided that the Seller shall have the right to retain copi es of any such Transferred Patent Files for its com pliance records ; ( b ) any and all Know - How owned by the Seller or any of its Subsidiaries to the extent related to any Product as of immediately prior to t he Closing, including the Know - How identified on Sc hedule 1.1(b ) ( the ) ; ( c ) any and all inventory to the extent related to any Product as of immediately prior to the Closing, including the inventory identified on Sche dule 1.1(c ) ( the ) ; ( d ) the Seller ’s and, to the extent applicable, its Subsidiaries ’ right, title and interest in and to the contracts, licenses, instruments and other a greements and legally binding arrangements set fort h on Schedule 1.1(d ) ( the ) ; ( e ) the inventory and Know - How identified on Sch edule 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, specifications, precli nical studies, lab notebooks, lab reports, ledgers, files, reports, plans and operating records that are in the possess ion or control of the Seller or its Subsidiaries, i n each case to the extent related to the ATR Program, the BCL2 / BCL XL Program or any Product as of immediately prior t o the Closing ( the ) ; prov ided that ( i ) the Seller shall have the right to re tain copies of any such Transferred Books and Records, includin g lab notebooks, for its compliance records and ( ii ) the Seller shall have the right to retain originals of any lab notebooks included in the Transferred Books and Records and provide the Buyer with copies of such notebooks