definiens: means the following assets as the same exist as of immediately prior to the Closing : ( a ) the Patent Rights set forth on Schedule 1.1(a ) ( including any continuation, divisional, continuation - in - part, substitution, reissue, renewal, reexamination, supplemental protection certiﬁcate, extension, and foreign counterpart of such Patent Rights ) ( the ), andthe Seller ’s and, to the extent applicable, its Subsidiaries ’, right, title and interest in and to all patent ﬁles, correspondence, opinions, studies, searchresults and documentation that are in the possession or control of the Seller ( or, to the extent applicable, any of its Subsidiaries ) as of immediately priorto the Closing to the extent exclusively related to such Transferred Patents ( the ) ; provided that the Seller shall have the right toretain copies of any such Transferred Patent Files for its compliance records ; ( b ) the permits set forth on Schedule 1.1(b ) and the Seller ’s and, to the extent applicable, its Subsidiaries ’, right, title and interest inand to any other regulatory ﬁlings, marketing authorizations, permits, licenses, registrations, regulatory clearances, approvals, concessions, qualiﬁcations, registrations, certiﬁcations and similar items in each case granted by Governmental Entities ( ) to the extent exclusively used orheld for use in connection with, or are exclusively related to, a Product as of immediately prior to the Closing ( the ) ; provided thatthe Seller shall have the right to retain copies of any such Transferred Permits for its compliance records ; ( c ) any and all Know - How owned by Seller or its Subsidiaries that is exclusively related to any Product as of immediately prior to theClosing ( the ), including the Know - How identified on Schedule 1.1(c ) ; ( d ) all of the inventory exclusively related to any Product as of immediately prior to the Closing, including the bulk and vialedinventory, existing ﬁnished quantities, work in process, raw materials, constituent substances, materials, stores and supplies, as well as any trade andsample inventories ( the ), as set forth on Schedule 1.1(d ) ; ( e ) the Seller ’s and, to the extent applicable, its Subsidiaries ’, right, title and interest in and to the contracts, licenses, instrumentsand other agreements and legally binding arrangements set forth on Schedule 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, ledgers, ﬁles, reports, plans and operating records that are in the possession or control of the Seller or its Subsidiaries that are exclusively related to any Product as ofimmediately prior to the Closing ( and not any Excluded Asset or Retained Liability ) ( the ) ; provided that the Seller shallhave the right to retain copies of any such Transferred Books and Records, including lab notebooks, for its compliance records