definiens: means all of the Seller ’s and the Selling Subsidiaries ’ r ight, title and interest in and to the following as sets as such right, title and interest exist as of immediately prior to the Closing : ( a ) ( i ) the Patent Rights set forth on Schedule 1.1 ( a ) ( ) and ( ii ) any Patent Rights claiming priority to any of the Sched uled Patents, including any continuation, divisiona l, continuation - in - part, substitution, reissue, renewa l, reexamination, supplemental protection certificate, certificate of correction, extension and foreign counterpart of a ny such Scheduled Patents ( collectively, the ), any right to recover for past, present or future infringement of any Transferred Patent, and all pat ent files, correspondence, opinions, studies, searc h results and documentation to the extent related to any Transfer red Patent ( the ) ; provid ed that the Seller shall have the right to retain copies of any such Transferred Patent Files for its compliance r ecords ; ( b ) all regulatory filings, marketing authorization s, permits, licenses, registrations, regulatory clearances, approvals, concessions, qualifications, registrations, certifications and similar items in each case granted by or issued pursuant to the authority of a ny Governmental Entity ( ) that are exclusi vely or primarily used or held for use in connection with, or are exclusively or primarily related to, the MRT Program as of immediately prior to the Closing, in each case, in or related to any jurisdiction anywhere in the w orld ( the ), including those set forth o n Schedule 1.1(b ) ; provided that the Seller shall h ave the right to retain copies of any such Transferred Permits fo r its compliance records ; ( c ) any and all Know - How owned by the Seller or any of the Selling Subsidiaries that is exclusively or primarily used or held for use by th e Seller or any of the Selling Subsidiaries in conn ection with, or is exclusively or primarily related to, the MRT Program as of immediately prior to the Closing ( the ), including the Know - How set forth on Schedule 1.1(c ) ; ( d ) the real property lease set forth on Schedule 1 .1(d ) ( the ) ( together with all rights, title and interest of the Seller and the Selling Su bsidiaries in and to leasehold improvements relatin g thereto, excluding security deposits, reserves or prepaid re nts in connection therewith ) ( such real property, t he ) ; ( e ) all of the inventory ( i ) exclusively related to the MRT Program as of immediately prior to the Closing, including the existing finished quanti ties, work in process, raw materials, constituent s ubstances, materials, stores and supplies, as well as any trad e and sample inventories, ( ii ) located on the Lease d Real Property at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx xxxx and ( iii ) set forth on Schedule 1.1(e ) ( clause s ( i ), ( ii ) and ( iii ), collectively, the ) ; ( f ) all contracts, leases ( other than real property leases ), deeds, mortgages, licenses, instruments, notes, commitments, undertakings, inde ntures, and all other agreements, commitments and l egally binding arrangements, whether written or oral ( ), that are exclusively or primarily used or held for use in connection with, or are exclusively or prima rily related to, the MRT Program ( the ), including those set forth on Schedule 1.1(f ) ( as amended ) ; ( g ) all books, documentation, ledgers, files, repor ts, plans and operating records of the Seller or the Selling Subsidiaries that are exclusively or primarily related to the MRT Program ( and not any Excluded Asset or Retained Liability ) ( the ) ; provided that ( i ) the Seller shall have the right to retain copies of any such Transferred Book s and Records for its compliance records and ( ii ) t he Seller shall have the right to retain originals of any lab oratory notebooks included in the Transferred Books and Records and provide the Buyer with copies of such n otebooks ; 2 ( h ) all rights to any actions, suits, claims or cau ses of action arising out of or relating to any of the Transferred Contracts on or after the Closin g ; ( i ) all furniture and equipment that are exclusivel y or primarily used or held for use in connection with, or are exclusively or primarily re lated to, the MRT Program, including those set fort h on Schedule 1.1(i ) ; ( j ) the information technology equipment set forth on Schedule 1.1(j ) ( the ) ; and ( k ) all other assets, rights and properties ( exclud ing any asset, right or property of a type described in the categories of assets, rights and p roperties addressed in clauses ( a ) through ( j ) abov e, including, for the avoidance of doubt, any Intellectual Proper ty ) of the Seller or any of the Selling Subsidiarie s that are exclusively or primarily used or held for use in co nnection with, or are exclusively or primarily rela ted to, the MRT Program as of immediately prior to the Closing, except for any such assets, rights or properties t hat are material to Seller Parent, any of its Affiliates or any of its or their programs or business units