definiens: shall mean all of Seller ’s right, title and interest in, to and under the following : ( i ) an undivided 100 % interest in Seller ’s contract rights under the License Agreement to receive the RoyaltyPayment ; ( ii ) Seller ’s contract rights under the License Agreement to enforce the right to payment of all or any portion of theRoyalty Payment when earned directly against UCB ; ( iii ) Seller ’s contract rights under the License Agreement to receive any underpayments or unpaid amountsdiscovered by inspection of UCB ’s books and records or otherwise and relating to the Royalty Payment under Section 4.3 of theLicense Agreement, whether or not initiated at Purchaser ’s direction ; ( iv ) Seller ’s contract rights under the License Agreement to receive any inspection expenses which are reimbursedby UCB under Section 4.3 of the License Agreement, but only if and to the extent such expenses were originally paid byPurchaser pursuant to this Agreement ; ( v ) any and all monetary damages or recoveries received by Seller, XOMA Technology or any of their respectiveAffiliates, net of any expenses actually incurred by Seller, XOMA Technology or their respective Affiliates to pursue suchdamages or recoveries, in any infringement action brought by or on behalf of XOMA Technology, whether or not discovered byXOMA or its Affiliates, UCB or Purchaser, to the extent the such infringement is of any of the Patent Rights ; -8- ( vi ) Seller ’s contract rights under the License Agreement to receive and use any and all Information received from, or created using data received from, UCB ; ( vii ) Seller ’s contract rights under the License Agreement to transfer or assign Purchaser ’s right, title and interestin, to and under the foregoing to a third party, subject to the License Agreement and the UCB Consent ; and ( viii ) all payments, Proceeds ( as such term is defined in the UCC ) and products of and to any and all of theforegoing