definiens: means all of the Seller ’s right, title and interest in and to the following : ( i ) all Registered IP and the Intellectual Prope rty Rights ; ( ii ) the equipment, tools, supplies, inventory a nd other components located at the Seller ’s facilit y at 15222 - B Avenue of Science, San Diego, CA, and as li sted on Schedule 5 ; ( iii ) the intangible assets comprised of those s tandard operating procedures ( SOPs ), product record s, and clinical studies and product data, electronic f iles relating to the ELAD System and as listed on S chedule 6 ; ( iv ) all equipment, supplies, inventory and othe r components not located at the Seller ’s facility a t 15222 - B Avenue of Science, San Diego, CA and as lis ted on Schedule 7 ; ( v ) the ELAD cell banks currently stored with th e entities and at the locations, as listed on Sched ule 8 ; ( vi ) all equity interest in Vital Therapies ( Bei jing ) Co. Ltd. and ( vii ) all of the Seller ’s right, title and inter est in and pertaining to the accounts payable and l oans due and owing by Vital Therapies ( Beijing ) Co. Ltd. to the Seller