definiens: or other defined terms referencing the Transferor in the Transferred Contracts will be deemed to refer t o the Transferee . For clarity, ( a ) neither the Licensor nor the Transferor releases the other Part y from the observance, performance or discharge of the Liabilities and Obligations ( i ) that arise from performance or non - performance of the Transferred Contracts by or on behalf of the other Party prior to the Effective Time, and ( ii ) that arise from performance or non - performance of the Retained Cont racts by or on behalf of the other Party at any time, and ( b ) Licensor and Transferor shall continu e to be entitled to the Rights that arise from ( I ) the Transferred Contracts prior to the Effective Time, and ( II ) the Retained Contracts at any time, in the case of ( I ) and ( II ), to the exclusion of Transfere e