definiens: shall mean : ( a ) the Acquired Regulatory Approvals ; ( b ) the Regulatory Documentation ; ( c ) the Acquired Contracts ; ( d ) the Marketing Records ; ( e ) the Acquired Books and Records ; ( f ) the Acquired Intellectual Property ; -12- ( g ) all guaranties, warranties, indemnities and similar rights that have been made by any predecessors in title, manufacturers or suppliers a nd other Third Parties to the extent exclusively re lating to the Acquired Assets ; ( h ) all claims, counterclaims, defenses, causes of action, rights of recovery, rights of set - off, rights of subrogation and all other rights of any kind against any Third Party, to the extent exc lusively relating to any Assumed Liabilities or Acquired Ass ets ( except to the extent related to an Excluded Li ability ), regardless of whether or not such claims, countercl aims, defenses or causes of action have been assert ed by a Seller or any Affiliate of a Seller ; and ( i ) all goodwill ( if any ) and going concern valu e associated with the Business or the Acquired Assets