Raging Beauty Inc. ("RB") is a 35-year-old a privately held family business owned by Stanley and Harold Steamer that manufactures, markets, advertises, distributes and sells a line of fragrance, cosmetic and skincare products for men and women internationally. RB owns and uses the following registered trademarks in connection with its branded products: RAGING BEAUTY, RB NO LIMITS; and RB REVIVE. RB also owns the domain names ragingbeauty.com and raging beauty.perfume, and owns and operates an e-commerce website, www.ragingbeauty.com.  RB's annual sales are approximately $700 million.  Stanley and Harold are looking to retire and sell the company so they can move to Tahiti. 

You have been General Counsel for RB for the past 15 years.  You have just learned that the Steamer brothers have been in discussions with a potential buyer, Prowler & Co. ("Prowler"), a venture capital fund, that has rapidly been investing in and acquiring consumer brands. Stanley has called you into his office with Harold to brief you on the developments. They are very excited to tell you that discussions have been progressing over the past several months.  You advise them that you will immediately provide them with a Non-Disclosure Agreement for the parties to sign.  However, Stanley says "I think we are ok.  Take a look at this letter that we received from Prowler." You ask them when they received this and Harold tells you about 2 months ago.  The letter was never signed but the Steamer brothers continued, and presumably progressed with their negotiations.  According to Harold, "things have been going so well and Stanley and I didn't think any Non-Disclosure Agreement ("NDA") was necessary since they are close to finalizing the deal." In fact, it appears that Prowler is preparing a press release to announce the purchase and Marvin advises you of the following terms that the parties have agreed to in principle:

• Prowler will purchase the assets of RB's business, including its intellectual property and inventory of products for $600 million.
• Prowler will conduct due diligence on RB's overall business.
• RB will assign all of its rights, title, and interest in and to its intellectual property to Prowler.
• Prowler will consider offering employment to Carpe Diem's current employees.
• Prowler will not negotiate with any other prospective buyer for a period of 45 days.

Prowler and RB have executed a Letter of Intent.  The parties have now entered into negotiations for the terms of an Asset Purchase Agreement ("APA") and you, as General Counsel for RB, will take the first crack at the draft, including the necessary "schedules" to the APA.  Using the definition of "Assets" document draft the appropriate IP assignments that will be attached to the APA.  What intellectual property owned by RB is part of the assets that are being sold to Prowler?