definiens: means any and allintellectual property rights and other similar proprietary rights in any and all jurisdictions, whether registered or unregistered, whether owned or held for use under license, including all rights and interests pertaining to or deriving from ( 1 ) patents, trademarks, service marks, trade names, domain names, copyrights, designs and trade secrets, ( 2 ) applications for andregistrations of such patents, including reexaminations, extensions and counterparts claiming 12 priority therefrom, inventions, invention disclosures, discoveries and improvements, whether or not patentable, trademarks, service marks, trade names, domain names, copyrights and designs, ( 3 ) proprietary or confidential processes, formulae, methods, schematics, technology, know - how and computer software programs and applications, including data files, sourcecode, object code and software - related specifications and documentation, ( 4 ) other tangible or intangible proprietary orconfidential information and materials, including proprietary databases and data compilations, in each case, including anyregistrations of, applications to register, and renewals and extensions of, any of the foregoing with or by any GovernmentalEntity in any jurisdiction, ( 5 ) all moral rights and all other proprietary rights that are primarily related to, used or maintainedin connection with or for the purpose of the operation, conduct or maintenance of the Business, and ( 6 ) any similar orequivalent rights to any of the foregoing anywhere in the world, together with the goodwill and the business appurtenantthereto and the right to sue third parties for infringement ( including, without limitation, damages and injunctive relief ) of anyof the foregoing based on activities occurring prior to and including the Closing Date and any current or future right toreceive royalties based on any of the foregoing, whether choate or inchoate, known or unknown, contingent or non - contingent ; and ( B ) the term means the Acquired Licenses, Seller Licensed Patents, Transferred Trademarks, Transferred Domain Names and Transferred Other IP