definiens: means, collectively, solely the assets set forth below, to the extent owned or licensed by Seller ( except as provided inSection 1.1(c ) ): ( i ) the Products ; ( ii ) all Inventories, wherever located, including consignment Inventory and Inventory held on order or in transit ; ( iii ) all Seller Intellectual Property ; ( iv ) all rights under each of the Assigned Contracts ; ( v ) all world - wide regulatory filings, marketing authorizations, permits, licenses, registrations, regulatory clearances, approvals, concessions, qualifications, registrations, certifications and similar items ( ) that cover or are related to any of the Products or the Business, including those related to market, pricing or reimbursement approval of the Products in the Territory ( the ), all of which as ofthe date hereof are set forth on Schedule 1 ; ( vi ) all Product Books and Records ; ( vii ) all Product Materials and Data ; ( viii ) all goodwill and going concern value primarily related to the Products, the Business and the other Acquired Assets ; ( ix ) the Business Name and all goodwill associated therewith ; and ( x ) the tangible assets set forth on Schedule 1