definiens: means all of the Company ’s right, title, and interest in and to all assets used or held for use inconnection with the Company ’s phosphodiesterase program, consisting of the following assets : ( a ) all patents, patentapplications and patent registrations ( including, without limitation, the Patents ), Improvements, modifications, Know - How, trade secrets, developments, inventions ( whether patentable or not ), invention disclosures, technology, technical data, specifications, drawings, designs, regulatory filings / approvals / concurrences, notebooks, manufacturing data and technology, analytical and process techniques, research and development data and reports, methods, protocols, clinical and safety data inboth paper and electronic formats, statistical programs, preclinical data, analytical data, batch records, standard operatingprocedures, analytical standards, metabolites, serum samples, tissue samples, API, compound stocks, compound databases andother materials and compositions related therewith or useful for the manufacture, use, sale or registration of assets relatedthereto, and any goodwill associated with any of the foregoing as listed on Annex I ; ( b ) the Company ’s compounds as listed inAnnex 1 ; ( c ) the Compound Libraries ; ( d ) quantities of materials and reagents that are being, or have been, used in assays inconnection with the foregoing, including genetic constructs, monoclonal antibodies, cell lines, purified proteins, ready assaysand expression vectors ; . For the purpose of clarification, Acquired Assets shall not include Company ’s physical facilities, retention of Company employees or any sales and marketing distribution system