definiens: means all accounts, notes and other receivables, including any value added Taxes or similar Taxes levied on such accounts receivable, any unpaid interest accrued on any such accounts receivable and any security or collateral related thereto, all file documentation related to such accounts, notes and other receivables, including invoices, shipping documents, communications and correspondence submitted to or received from customers related to such sales ; Affiliate " in relation to any Party means in case of a natural Person, the Relative of such Person, and in case of a Person other than a natural Person, any Person, which, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under the Common Control of that Person ; means, collectively, ( a ) the Lease Deeds, ( b ) the IP Assignment, ( c ) the API Supply Agreement, ( d ) the Oral Ceph Contract Manufacturing Agreement, ( e ) the Transition Services Agreement, ( f ) the Fill / Finish NCE Contract Manufacturing Agreement ( if executed ), ( g ) the Escrow Agreement, ( h ) the Purchaser parent Guarantee and ( I ) any other instruments of sale, conveyance, transfer and assignment between the Seller or any of its Affiliates, on the one hand, and the Purchaser or any of its Affiliates, on the other hand, in form and substance reasonably satisfactory to the Purchaser and the Seller, as may be reasonably necessary or advisable under applicable Law to effect the transactions contemplated by this Agreement and the Ancillary Agreements ; means active pharmaceutical ingredients ; means the API Supply Agreement to be entered into by and between the Purchaser and the Seller at the Closing in the form of Exhibit A : tlApete, . ' sRtra A'IeaRS that eertaiR ( a ) Develo[:lA'leRt, MaRwfaetwriRg, SW[:l[:lI'l aRd COA'lA'lereiali ~ atioR J\greeA'leRt, dated JWRe 2, 2QQ~, eetweeR tAe Seller aRd A[:lotel ( Cor[:l . ( the ItJ'.pBte, . US ' BAtra " " ) aRd ( b ) Develo[:lA'leAt, MaAwfaetYriAg, Sl : I[:lf3ly aAe ! COA'lA'leFeiali ~ atioA AgreeA'leRt, e1ateel May 13, 2QQ4, eet ' .... eeR tAe Seller aAeI Af3ote * IRe . ( tl = te " ), iR eael = t ease as aA'leAeled tl = trowgh the Hfeetive Date OF as perA'litteel f3WrSyaAt to Clawse 13.2 : 61110 CONFIDENTIAL TREATMENT ( * * * ) Indicates that text has been omitted which is the subject of a confidential treatment request . Ihis text has heen separately filed with the SEC