definiens: means : ( a ) all of Seller ’s trademarks, service marks, logos, brands, trade names and other source identifiers, orany contraction, abbreviation or simulation thereof, created by or for the Seller, owned by the Seller, licensed by the Seller, oracquired by the Seller, for use with the Product or the Business, including Zipsor ®, ProSorb ®, and all applications andregistrations of the foregoing, all of which are set forth on Schedule 1.1(a ) ( the ) ; ( b ) the Zipsor.com domain name and all other domain name registrations created by or for the Seller, owned by the Seller, licensed by the Seller, or acquired by the Seller, for use with the Product or the Business, including thosedomain name registrations set forth on Schedule 1.1(b ) ( the ) ; 1 ( c ) each third party in - license of the Seller to any issued patent and pending patent applicationworldwide ( the ) that relates to the Product or the Business, or the formulation, manufacture, distribution, sale oruse of the Product, all of which are set forth on Schedule 1.1(c ) ( collectively, the ), including anycontinuation, divisional, continuation in part application, renewal, reexamination, extension of each such patent and patentapplication, all of which are set forth on Schedule 1.1(c ) ( collectively, the ) ; ( d ) ( i ) all governmental, regulatory filings, correspondence, submissions, marketingauthorizations, permits, licenses, registrations ( including product registration data ), regulatory clearances, certificates, approvals, variances, consents and similar items ( the ) of the Seller with the United States Food and DrugAdministration ( the ) related to the Product or the Business, including those related to marketing, pricing orreimbursement approval, including those items set forth on Schedule 1.1(d)(i ) ( the ) ; and ( ii ) to the extent transferrable, all of the Seller ’s state governmental, regulatory filings, correspondence, submissions, marketing authorizations, permits, licenses, registrations ( including product registration data),regulatory clearances, certificates, approvals, variances, consents and similar items ( together with the FDAPermits, the ) exclusively or primarily related to the Product or the Business, including those related to marketing, pricing or reimbursement approval and including those items set forth on Schedule 1.1(d)(ii ) ( the together with the Transferred FDA Permits, the ) ; and ( e ) ( i ) ( A ) all of the Seller ’s trade styles, copyrights, records ( including, but not limited to, operating records ), instructions, methods, processes, formulas, formulation information, technical information, validations, package specifications, chemical specifications, chemical and finished goods analytical test methods, data ( including, but notlimited to, stability data and clinical data ), studies, product specifications, drawings and technology, laboratory notebooks, electronic databases and correspondence related to the Product or the Business ( collectively, the ) and ( B ) all ofthe Seller ’s clinical, non - clinical, safety and adverse event report data, whether collected or in the process of collection, andmanufacturing know - how related to the Product or the Business ( collectively, the ), ( ii ) ( A ) all other Intellectual Property of the Seller ( 1 ) exclusively or primarily related to theProduct or the Business or ( 2 ) that is essential to the Product or the Business, including all trade secrets and ( B ) to the extenttransferable, all manufacturing technology of the Seller ( 1 ) exclusively or primarily related to the Product or the Business or(2 ) that is essential to the Product or the Business ; ( f ) all of the inventory of the Product, including, but not limited to, the existing finished quantities, work in process, raw materials, constituent substances, materials 2 ( including, but not limited to, packaging materials and other collateral ), stores and supplies, as well as any trade, sample orprototype inventories of the Product wherever located ( the ), all of which are set forth on Schedule 1.1(f ) ; ( g ) all of the Seller ’s marketing and sales assets exclusively or primarily related to the Product or theBusiness or that are material to the Product or the Business, in any form or format, wherever located, including, but not limitedto, all promotional materials, collateral, artwork, call lists, sales data, distribution history, marketing or sales analyses, trainingmaterials and collateral, customer lists and pricing information ( the ), including the assets set forth onSchedule 1.1(g ), whether purchased by or developed by the Seller ; provided, however, that any information not related to theProduct or the Business may be redacted from such materials ; ( h ) all other assets, properties, equipment, fixtures, tooling, machinery, materials and supplies owned orcontrolled by, or in possession of, the Seller, as set forth on Schedule 1.1(h ) hereto ; ( i ) all of the Seller ’s rights under the Business Material Contracts and purchase orders set forth onSchedule 1.1(i ) and all rights thereunder ( the ) ; ( j ) all of the Seller ’s prepaid expenses, fees or other similar payments related to the Business made inrespect of the Acquired Assets, as set forth on Schedule 1.1(j ) ; ( k ) all of the Seller ’s books, ledgers, files, reports, data, plans and records exclusively or primarilyrelated to the Product or the Business or that are material to the Product or the Business, wherever located ( the ), including the Books and Records set forth on Schedule 1.1(k ) ; provided, however, that any information not relatedto the Product or the Business may be redacted from such materials and that the Books and Records shall not include any Taxbooks and records ; ( l ) copies of ( i ) all marketing and sales assets that relate to the Product or the Business and ( ii ) allbooks, ledgers, files, reports, data, plans and records that relate to the Product or the Business to the extent that such items donot constitute Marketing Assets or Books and Records ; ( m ) all claims, causes of action or other rights of the Seller, if any, arising out of any of the AcquiredAssets arising before, on or after the Closing Date ( other than the Seller Accounts Receivable ) ; ( n ) all of the Seller ’s goodwill associated with the Acquired Assets ; and ( o ) all other assets, rights and properties of the Seller that ( i ) exclusively or primarily relate to theProduct or the Business or ( ii ) are essential to the Product or the Business