definiens: means the following assets and properties ( together with all goodwill, rights and claims of the Sellerof whatever kind and nature relating thereto):(i ) all worldwide rights, titles and interest of the Seller in all Intellectual Property Rights, including ( A ) those patents and patentapplications described on Schedule 2.01(a)(i)(A ), and any application claiming priority thereto, all continuations, continuations - in - part, divisionals, renewals, extensions, reexaminations, reissues, foreign equivalents, and international applications based thereon, and ( B ) the domain nameregistrations listed on Schedule 2.01(a)(i)(B ) ( collectively, the ) ; ( ii ) all machinery, equipment, mechanical and spare parts, supplies, production supplies, other miscellaneous supplies andother tangible personal property listed in Schedule 2.01(a)(ii ) ( collectively, the ) ; ( iii ) all Permits that relate or pertain to the Neonatal Technology;(iv ) all Seller Clinical Knowledge and Data;(v ) all Seller Clinical Trial Data;(vi ) all rights, title and interest of the Seller in, to and under ( A ) any and all non - disclosure, assignment ofdevelopments / inventions, confidentiality, non - competition, and similar agreements pertaining to any of the Neonatal Technology or otherAcquired Assets -7-(including such agreements relating to the foregoing between the Seller and any of its Affiliates, stockholders, officers and directors, includingfounders ), and which are intended to protect the rights of the Seller therein, and ( B ) any and all other Contracts or agreements to which theSeller is a party, including but not limited to those that are listed in Schedule 2.01(a)(vi ), ( collectively, the ) ; ( vii ) all Assigned Accounts Receivable;(viii ) all rights, claims and causes of action to the extent relating to the Neonatal Technology or any other Acquired Asset, including any such items arising under breach of Contract, tort, product warranty, insurance policies and all guarantees, warranties, indemnitiesand similar rights in respect of any Acquired Asset, including the right to license and enforce all Intellectual Property Rights and to bring lawsuitsand recover damages for any past, present or future infringement ; and(ix ) all operating data, records, prints, drawings, specifications, lab notebooks, and other information, relating to the AcquiredAssets and the Neonatal Technology, including all supplier lists, credit records and information, catalogs and sales, promotional and advertisingmaterials, product test reports, market studies, training materials and literature ; and drawings, plans, specifications and other records relating tooperating procedures, processes, inventions and know - how in all cases, in any form or medium