definiens: means all of Sell er ’s right, title and interest in, to and under the following : ( i ) the Transferred Technology ; provided, howeve r, that Seller may retain a copy of ( A ) any Product Records solely to the extent necessary for Tax, regulatory or accounting purposes and ( B ) any Product Data, solely pursuant to the terms of the License A greement ; ( ii ) the Assigned Intellectual Property ; ( iii ) the Transferred Contracts, including the T ransferred Real Property Lease ; ( iv ) the Transferred Domain Names ; ( v ) the Transferred Inventory ; ( vi ) the Transferred Tangible Personal Property ; ( vii ) the Transferred Permits, to the extent suc h Transferred Permits may be transferred under applicable Law ; ( viii ) all personnel records for Transferred Emp loyees except as prohibited by applicable Law ; ( ix ) all of Seller ’s claims, counterclaims, cred its, causes of action, choses in action, rights of recovery, and rights of indemnification or setoff a gainst third parties and all of Seller ’s other inta ngible property rights to the extent related to the Assigned Assets ; and ( x ) all goodwill of Seller primarily related to the Business or the Business Products