definiens: shall mean all of the tangible and intangible assets, rights and properties used or held for use by the Seller principally in connection with the PhosLo Business, including the following assets, rights and properties, but excluding the Excluded Assets : ( a ) all regulatory approvals, worldwide product registrations and associated materials ( including the product dossier ) relating to the PhosLo Business or the PhosLo Products · ( the ), including the New Drug Applications ( No . 19 - 976 and No . 21 - 160 ) issued by the FDA ( together with all amendments, supplements and updates thereto ( the ) ), and the other approvals, registrations, pending registrations and associated materials set forth on Schedule 2.2(a ) hereto ; ( b ) the name " PhosLo ' ; and any variant thereof, and the other Marks, trade names and domain names set forth on Schedule 2.2(b ) hereto ; ( c ) the Patents set forth on Schedule 2.2(c ) hereto ; ( d ) the intang ~ ble property rights that relate primarily to or are embodied in the PhosLo Products or the PhosLo Business ( including phosphate binders generally or any product, device or service for the treatment of hyperphosphetemia, if any ), whether or not patentable, including but not limited to Copyrights, Know - how, Trade Secrets, the goodwill associated with the PhosLo Business, master formulations for the PhosLo Products ( ), · master processes used for manufacturing the PhosLo Products from the Master Formulations and other confidential business information ; ( e ) the Contracts related to the PhosLo Business that are listed on Schedule 2.2(e ) hereto exclusive of the rights thereunder that relate to PhosLo Products sold prior to the Closing Date or the operation of the PhosLo Business prior to the Closing Date ( the ) ; ( f ) the exclusive right to satisfy all unfilled purchase orders relating to the PhosLo Products from and after the Closing Date ; ( g ) all brochures and other promotional and printed materials, trade show materials ( including displays ), videos, advertising and/or marketing materials, including materials containing post - marketing clinical data, in the Seller 's possession or under its control used solely 12 in connection with the sale of the PhosLo Products and/or the conduct of the PhosLo Business, including the materials listed on Schedule 2.2(g ) ; ( h ) all warranties and guarantees . and other similar contractual rights made by third parties in favor of the Seller with respect to the PhosLo Products or the PhosLo Business included in the Assigned Contracts exclusive of those to the extent relating to PhosLo Products ' sold prior to the Closing Date or the operation of the PhosLo Business prior to the Closing Date ; ( i ) copies of all customer and supplier lists, account lists, call data, sales history, call notes, marketing studies, consultant reports, physician databases, and correspondence ( excluding invoices and credit memos ) principally relating to the PhosLo Products or the PhosLo Business to the extent maintained by the Seller, and all complaint files and adverse event files principally relating to the PhosLo Products or the PhosLo Business to the extent maintained by the Seller, including the materials listed on Schedule 2.2(i ) ; G ) all PhosLo specific training materials including an outline of training, quizzes and answers that accompany the written training materials to the extent maintained by the Seller, including the materials listed on Schedule 2.20 ) ; ( k ) the Permits listed in Schedule 2.2(k ) ( the ) ; ( I ) all PhosLo Products held by or on behalf of the Seller in inventory as finished goods ( the ), as well as all other Inventory ; ( m ) the Scientific Data, including any rights . of access that the Seller has to the Scientific Data ; ( n ) copies of all financial records maintained by the Seller principally in connection with the sale of PhosLo Products relating to sales, accounts receivable, returns, chargebacks, rebates and discounts, redacted as necessary to delete all records and data respecting or including other products of the Seller and/or other aspects of its business ; ( 0 ) all rights of the Seller and its Affiliates to develop, make, have made, sell, distribute, promote, and use the PhosLo Products worldwide subject, in the case of Canada, to the rights of Genpharm Inc. pursuant to that certain Distribution Agreement between Genpharm Inc. and the Seller dated July 12,2005 ; all rights of the Seller and its Affil ~ ates tN ~ lV F'or ~ ul ~ tion Right~ " ) and all rights ofth~ Seller and its Affiliates, if any, to develop and manufacture such products ; ( q ) the Fixed Assets listed on Schedule 2.2(q ) ; ( r ) all telephone numbers and listings in telephone directories maintained by third parties as listed on Schedule 2.2(r ) ; 13 ( s ) copies of all other files, records, books, docmnents, data, plans and proposals of the Seller relating principally to the PhosLo Business or PhosLo Products, whether in written, electronic, visual or other form, redacted as necessary to delete all files, records, books, docmnents, data, plans and proposals respecting or including other products of the Seller and/or aspects of its business ; ( t ) [ intentionally blank ] ; ( u ) all claims and rights relating principally to the Purchased Assets or the Assumed Liabilities, whether choate or inchoate, known or unknown, contingent or noncontingent, including all claims and rights of the Seller against third parties relating principally to the Purchased Assets or the Assmned Liabilities and including claims and rights under express or implied warranties but exclusive of those relating principally to PhosLo Products sold prior to the Closing Date or the operation of the PhosLo Business prior to the Closing Date ; and ( v ) the PhosLo Business as a going concern