definiens: means the followin g assets of Seller and its Affiliates primarily related to the Products, as the same exis t as of the Closing, excluding the Excluded Assets : ( i)the Product Technology, including the Assigned I ntellectual Property ; ( ii)the Purchased Contracts ; ( iii)the Transferred Records, and copies of all dat a or information in Seller ’s possession relating to Know - How related to the Equi pment or which is reasonably necessary for Buyer ’s Development, Commercialization or manufacturing of each Product ( including for regulatory purposes ) ; provided that Seller shall have continue d access to such Transferred Records as necessary t o administer the Chapter 11 Cases and Seller may reta in copies of any Transferred Records ; ( iv)the Product Registrations, Regulatory Approvals and Regulatory Filings for the Products and the Equipment ; ( v)all Inventory, including but not limited to, tha t Inventory on Schedule 2.2(a)(v ) ; ( vi)the right to enforce all rights relating to the Product Technology ; ( vii)the Equipment and all available manuals and ma nufacturer documents related thereto ; and ( viii)all goodwill and other intangible assets asso ciated with any and all of the foregoing Transferred Assets