definiens: means all domestic and foreign ( 1 ) patents and patent applications, and all patents issuing thereon, including, without limitation, utility, model and design patents and certificates of invention, together with all reissue patents, p atents of addition, divisionals, provisional applications, renewals, continuations, continuations -in - part, substitutions, additions, extensions, confirmations, re -examinations, and all foreign counterparts of the forgoing which are in the process of being prepared, and all inventions and improvements disclosed therein ( collectively, ) ; ( 2 ) trademarks, service marks, trade dress, trade names, brand names, designs, logos, commercial symbols and corporate names, and all registrations, applications and goodwill associated therewith, and the right to recover for past, present and future infringement thereof ( collectively, ) ; ( 3 ) copyrights and all works of authorship, whether or not registered or copyrightable, and all applications, registrat ions, and renewals in connection therewith ( collectively, ) ; ( 4 ) software, including, without limitation, computer programs, operating systems, applications, firmware, utilities, tools, data files, databases, graphics, graphical user interfaces, menus, images, icons, forms, methods of processing, software engines, platforms, schematics, interfaces, architecture, file formats, routines, algorithms, video players, transcoding systems, content management systems, data collection tools, any updates, enhancements, replacements, modifications thereof, and any and all specifications and documentation ( including, but not limited to, developer notes, comments and annotations ) related thereto and all copyrights therein but excluding retail software product s ( ) ; ( 5 ) domain names, Internet addresses and other computer identifiers, web sites, URLs, web pages, unique phone numbers, registrations for any of the foregoing and similar rights and items ( ) ; ( 6 ) confidential and proprietary information, including without limitation, trade secrets, know -how, formulae, ideas, concepts, discoveries, innovations, improvements, results, reports, information and data, research, laboratory and programmer notebooks, methods, procedures, proprietary t echnology, operating and maintenance manuals, engineering and other drawings and sketches, customer lists, supplier lists, pricing information, cost information, business manufacturing and production processes and techniques, designs, specifications, and b lueprints, financial data, marketing and business data, strategic business and development plans ( collectively, ) ; and ( 7 ) all other intellectual property and proprietary rights in any form or medium known as of the Closing Date, all copies and tangible embodiments of the foregoing, and all goodwill associated with any of the foregoing