definiens: means, in each case to the extent existing and ownedimmediately prior to the Closing by Seller or any of its Affiliates, the following:(a ) the Product NDA;(b ) the Rhofade Intellectual Property;(c ) the Regulatory Documentation;(d ) the Product Books and Records;(e ) all rights, claims, causes of action, guarantees, warranties and indemnities ofSeller or its Affiliates against any Third Party, in each case, to the extent related to theRhofade Assets or the Assumed Liabilities with respect to any period from and after theClosing;(f ) the Rhofade Contracts;(g ) all goodwill of the Rhofade Business;(h ) all phone numbers and facsimile numbers listed on Schedule 1.1(e ) of the SellerDisclosure Letter ; and(i ) the Rhofade Inventory