definiens: shall mean, with respect to each Product and API, all of thefollowing that, as of the Closing Date, are Controlled by the Seller or any of its Affiliates andthat are material to the formulating, manufacturing, developing, packaging, labeling and storingsuch Product or API, as applicable, for sale in the Tenitory or material to the marketing, distributing and selling such Product or API, as applicable, in the Tenitory, each as conducted bySeller and its Affiliates on the Closing Date : patents and applications therefor ; trademarks ( andgoodwill associated therewith ) and other·trade names, labels, trade dress, advertising andpackage designs, and other trade rights, whether or not registered and all applications therefor;copyrights, whether or not registered and all applications therefor ( including copyrights incomputer software, computer software documentation, systems documentation and source code);Know - How, trade secrets, research and results thereof, technology, techniques, data, methods, processes, instructions, drawings and specifications, inventions, discoveries, improvements, designs, manufacturing plans, processes, formulae, whether patented or patentable or not(whether or not such items have been reduced to written, computer - readable or other tangibleform ) ; shop rights and license agreements and other agreements of every kind and characterrelating to any of the foregoing ; and all claims and causes of action relating to any oftheforegoing, including claims and causes of action for past infringement and all rights underProduct Licenses