definiens: means any and all intellectual property rights and other similar proprietary rights inthe United States, whether registered or unregistered, whether owned or held for use under license, including all rights andinterests pertaining to or deriving from : ( i ) patents, trademarks, service marks, trade names, domain names, copyrights, designsand trade secrets ; ( ii ) applications for and registrations of such patents, including continuations, continuations in part, divisionals, priority applications, reissues, renewals, reexaminations, extensions and counterparts claiming priority therefrom, inventions, invention disclosures, discoveries and improvements, whether or not patentable ; ( iii ) proprietary or confidentialprocesses, formulae, methods, schematics, technology, know - how and computer software programs and applications, including data files, source code, object code and software - related specifications and documentation ; ( iv ) other tangible orintangible proprietary or confidential information and materials, including proprietary databases and data compilations, ineach case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing with orby any Governmental or Regulatory Authority in any jurisdiction ; ( v ) with respect to Intellectual Property of each SellerParty, all moral rights and all other proprietary rights that are primarily related to, used or maintained in connection with or forthe purpose of the operation, conduct or maintenance of the Business ; and ( vi ) with respect to Intellectual Property of a SellerParty, any similar or equivalent rights to any of the foregoing in the United States, together with the goodwill and thebusiness appurtenant thereto and the right and standing to sue Third Parties for infringement ( including damages andinjunctive relief ) of any of the foregoing based on activities occurring at any time prior to and including the Closing Date andany current or future right to receive financial or non - financial consideration based on any of the foregoing, whether choate orinchoate, known or unknown, contingent or non - contingent