definiens: means all of Seller ’s right, title and interest i n and to ( i ) all properties, rights and assets ( tangible or intangible ) which Seller acquired from Buyer under the March 2010 Agreement, but excludin g any Non - Clinical and Clinical Material acquired by Sell er from Buyer under the March 2010 Agreement and an y contracts assigned by Buyer to Seller under the Mar ch 2010 Agreement, except, in both cases, to the ex tent expressly included in this definition, ( ii ) all pro perties, rights and assets ( tangible or intangible ) which Seller acquired under license from The University of Alber ta under the UofA License Agreement ( iii ) the Assum ed Contracts, ( iv ) the Books and Records, ( v ) all inve ntory of CX1739, CX717 and CX1942 in Seller ’s ( or S eller ’s Affiliates ) possession or control as of the Effecti ve Date ( including any remaining Non - Clinical and C linical Material acquired by Seller from Buyer under the Ma rch 2010 Agreement that remains in Seller ’s or any of its Affiliate ’s possession as of the Effective Date ) to gether with all work - in - progress, packaging and all bulk active pharmaceutical ingredient related to CX717 and CX19 42 owned by Seller ( or its Affiliates, as applicabl e ) as of the Effective Date, as listed on Exhibit 1.1(a ), an d ( vi ) all claims, counterclaims, credits, causes o f action, chooses in action, rights of recovery, and rights o f indemnification or setoff against third parties a nd other claims arising out of or relating primarily to any Assets or the Assumed Liabilities and all other intangible property rights that primarily relate to any Assets or the A ssumed Liabilities