definiens: means all of the properties, assets, claims, causes of action, contracts, rights, interests, privileges, expectations and business of every kind, character and description, whether real, personalor mixed, tangible or intangible, whether accrued, contingent or otherwise, of the Company and its Subsidiaries, whether held by the Company, its Subsidiaries or any other Person on its or their behalf, and wherever located, ineach case, other than the Excluded Assets, and including, without limitation all of the Company ’s and its Subsidiaries’right, title and interest in and to the following ( other than the Excluded Assets ): ( a ) all regulatory filings, marketing authorizations, NDAs, master files, permits, licenses, registrations, regulatory clearances, approvals, concessions, qualifications, registrations, certifications and similaritems ( ), including those related to market, pricing or reimbursement approval ( the ), including but not limited to the Transferred Regulatory Authorizations setforth on Schedule 1.1(a ) ; ( b ) all regulatory, scientific and technical documents that the personnel of the Company or itsSubsidiaries responsible for regulatory compliance and the management of the Company ’s or its Subsidiaries ’ productoperations maintain in the ordinary course of business with respect to applications for the Transferred RegulatoryAuthorizations and any renewals thereof and the manufacture, distribution and sale of the Products and the NaproxenProduct, 2 including the list of the components of the Products and the Naproxen Product and the specifications therefor andquantities thereof ; ( c ) all domain names controlled by the Company or its Subsidiaries ( the ), including but not limited to the Transferred Domain Names set forth on Schedule 1.1(c ), but excluding thedomain names set forth on Schedule 1.2(l ) ) ; ( d ) all trademarks, logos, brands, trade names and other source identifiers ( ) ownedby or used under license by the Company or its Subsidiaries, and all applications and registrations of the foregoing(the ), including but not limited to the Transferred Trademarks set forth on Schedule 1.1(d),but excluding the trademarks set forth on Schedule 1.2(l ) ; ( e ) all issued and pending patents and patent applications ( collectively, ) owned by orused under license by, the Company or its Subsidiaries, and including any provisional, continuation, divisional, continuation in part application, substitution, reissue, renewal, reexamination, supplemental protection certificate, extension, registration and confirmation of any such patents and patent applications ( collectively, the ), including but not limited to the Transferred Patents set forth on Schedule 1.1(e ), and all patent files, correspondence, opinions, studies, search results and documentation related to any of the foregoing ; ( f ) all correspondence and reports submitted to or received from the FDA ( including minutes andofficial contact reports relating to any communications with the FDA ) and relevant supporting documents with respectthereto, including the product labeling, all medical letters, regulatory drug lists and complaint files, dossiers, reports, data and other written materials filed as a part of any applications for approvals or registrations relating to theProducts and the Naproxen Product ; ( g ) any and all information, books, records, documents, ideas, inventions, copyrights, data(including historical government pricing data ), files, correspondence, plans, operating records, instructions, processes, formulas, formulation information, manufacturing technology, validations, package specifications, chemicalspecifications, chemical and finished goods analytical test methods, manufacturing records, sampling records, standard operating procedures, batch records, laboratory notebooks, stability data, product specifications, informationwith respect to expert opinion, drawings, formulae, reports and information ( whether or not patented or patentable),technology, techniques, trade secrets, concepts, ideas, inventions, specifications, surveys, designs, engineering andother manuals, flow diagrams, chemical, pharmacological, toxicological, pharmaceutical, physical, analytical, safety, quality assurance, and quality control data, technical information, other confidential or proprietary information, systems or procedures, clinical, non - clinical, safety and Adverse Event report data and databases, and know - howrelating to Transferred Regulatory Authorizations, Transferred Domain Names, Transferred Trademarks andTransferred Patents ( collectively, the ) ; ( h ) duplicate copies of personnel files of the Transferred Employees and other Employees whoprior to Closing accept the Buyer ’s offer of a consulting relationship pursuant to Section 4.15 ; 3 ( i ) all marketing and sales assets, including, without limitation, all customer and supplier lists, cost and pricing information, sales training materials and prescriber lists, as well as the websites and content at theTransferred Domain Names ; ( j ) all rights under the contracts set forth on Schedule 1.1(j ) and any other contracts approved inwriting by the Buyer in accordance with Section 4.10(b)(1)(C ) ( the ) ; ( k ) the tangible assets set forth on Schedule 1.1(k ) and any other tangible assets primarilyrelated to the Business ; ( l ) the Transferred Inventory ; ( m ) all guaranties, warranties, indemnities and similar rights that have been made in favor of theCompany, its Subsidiaries and any predecessors in title by any manufacturers, suppliers and other third parties, except to the extent relating to any Excluded Liabilities ; ( n ) all files, correspondence and other documents relating to the Pending Actions ; ( o ) all claims, counterclaims, defenses, causes of action, demands, judgments, rights ofrecovery, rights of set - off, rights of subrogation and all other rights of any kind against any third party related to theBusiness, except to the extent relating to any Excluded Liabilities ; ( p ) all credits, prepaid expenses, deferred charges, advance payments, security deposits andprepaid items, except those that relate to any Excluded Liabilities ; ( q ) all goodwill associated with the Business or the Transferred Assets ; and ( r ) all other assets, rights and properties that are primarily related to the Business ( other thanExcluded Assets and any assets to the extent relating to Excluded Liabilities )