definiens: means all Intellectual Property owned by the Company and listed in Section 1.13 ofthe Disclosure Schedule and excludes the Retained Rights . At the Closing, the Company agrees to sell, assign, convey, transfer and deliver to Purchaser, and Purchaser agrees to acquire from the Company, an equal undivided joint ownershipinterest in and to the Joint Intellectual Property, subject to and expressly excluding the Retained Rights, so that the JointIntellectual Property shall be owned jointly by the Parties . Each Party shall execute, or have executed by its appropriateagents, such declarations and documents as may be necessary or useful to effect joint ownership of the Joint IntellectualProperty by Purchaser and the Company, all of which shall expressly state that the Retained Rights are not included in theJoint Intellectual Property and are not being tranferred to Purchaser pursuant to the terms of this Section 1.13(a ) . Subject to therights and obligations of the Parties under the Transaction Documents, each Party shall have the right to practice and use, andgrant licenses to practice and use, any Joint Intellectual Property without the other Party ’s consent and with no duty toaccount to the other Party for such practice, use or license, and each Party hereby waives any right it may have under the lawsof any country to require any such consent or accounting