definiens: means, collectively, ( a ) the Sel ler ’s right, title and interest in, to and under th e Counterparty Agreement to ( i ) receive ( 1 ) one hundr ed percent ( 100 % ) of the Royalties due, payable, ow ed or owing, accrued or otherwise to be paid after the da te of this Purchase and Sale Agreement, ( ii ) receiv e the quarterly reports produced by Counterparty pursuant to Section 5.4(a ) of the Counterparty Agreement in respect of sales of Licensed Products in the Field, and ( ii i ) receive an audit report summarizing the results of any audit of the records of Counterparty in respect of such sale s pursuant to Section 5.4(d ) of the Counterparty Ag reement and ( b ) the right to transfer, assign or pledge the foregoing, in whole or in part, and the payments, proceeds and income of and the rights to enforce each of the for egoing . The Purchased Assets do not include any oth er rights under the Counterparty Agreement or otherwise