definiens: ) ( as defined more fully below ), andupon the terms and conditions herein set forth, the Seller shall sell, transfer, assign and deliver to the Buyer, and relinquish to the Buyer in perpetuity, free and clear of all Liens, all of its right, title and interest in and to the assets to be acquired ( the ) . For purposes of this Agreement, these Assets include the following : ( a ) worldwide rights, other than those Licensed back to the Seller in the Retained Territories, to the current Excellagen ® product, andthe license to exclusive rights to Excellagen ® in combination with the therapeutic use of exosomes ; ( b ) all Excellagen precursors ( i.e., biological and chemical substances or materials obtained as part of the Excellagen productmanufacturing process, except raw materials ), formulations and potential applications ; ( c ) all product extensions of Excellagen including all products comprising Excellagen in combination with other biologics and smallmolecules, and other cellular therapies, all protocols, documents, scientiﬁc and manufacturing know - how and discoveries concerning, respecting and / orrelating to the Excellagen ® product, its precursors, formulations, combinations, enhancements, extensions and potential applications ; all pre - clinical andclinical research and trial data for the Excellagen ® product and its combinations, including any and all health, economic and patient reported outcomesdata with the exception of ( a ) above ; ( d ) FDA 510(K ) cleared for Excellagen ®, together with any and all filing documentation ; ( e ) any and all other FDA applications or draft applications for Excellagen ®, its precursors, combinations or derivatives ; ( f ) any and all applications for Excellagen ®, its precursors, combinations or derivatives ﬁled with any European regulatory body, togetherwith any and all regulatory submissions made anywhere else in the world other than in the Retained Territories ; ( g ) all data received or to be received and any intellectual property ﬁled or to be ﬁled from the Seller ’s collaboration with OrbsenTherapeutics, Ireland ; ( h ) all rights, title and interest in, to or under ( i ) each and every contract listed on Schedule 1.1(a ) attached hereto ; ( ii ) all non - competition, non - solicitation, conﬁdentiality, assignment of invention and similar agreements to which the Seller is a party or under which the Sellerpossesses any actual or beneﬁcial rights and/or interests the primary purpose of which are to provide for non - competition, non - solicitation, conﬁdentiality, assignment of invention or similar covenants running in favor of the Seller ; and, ( iii ) any other agreement entered into by the Seller with any third - partyfrom the date of this Agreement through the date of the Closing, which agreement the Buyer, in its sole discretion, agrees in writing to assume . Takentogether, these contracts and/or agreements shall be known as the ; ( i ) the Seller ’s Intellectual Property, including patents, trademark and domain name, listed on Schedule 1.1(b ) ; and, ( j ) the Seller ’s existing credit of $ 200,000 with Collagen Solutions Ltd