definiens: shall mean all right, title and interest of Selle r ( or its Affiliates ) in and to the following assets existing as of Closing, other than Excluded Assets : ( a ) the Patents listed on Schedule 1.1(a ) ( the ) ; ( b ) the data and records listed on Schedule 1.1 ( b ) ( the ) ; ( c ) the reagents, cell lines, compounds and othe r materials and supplies listed on Schedule 1.1(c ) ( the ) ; ( d ) the Cross License and Transition Agreement a nd the other Contracts listed on Schedule 1.1(d ) ( the ) ; ( e ) the equipment listed on Schedule 1.1(e ) ( the ) ; ( f ) the Trademarks listed on Schedule 1.1(f ) ( th e ) ; ( g ) the Domain Names listed on Schedule 1.1(g ) ( the ) ; ( h ) all Know - How owned by Seller to the extent r elated to the RV Technology ( the ), including Know - How listed on Schedule 1.1(h ) ( s uch listed Know - How, the ) ; and 1 ( i ) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set - off, rights of subrogation and all other rights of any k ind against any Third Party, to the extent solely relating to any P urchased Assets