definiens: means : ( i ) Equity Interests . All issued and outstanding capital stock and other equity interests of the entities set forth on Schedule 2.02(a)(i ) ( the ) that are owned by either Party or any member of its Group as of the Distribution Time ; -22- ( ii ) Spinco Products . All rights, interests and claims of either Party or any member of its Group as of the Distribution Time to the Spinco Products, in cluding all rights, interests and claims of either Party or any member of its Group as of the Distribution Time to all clinical study data, reports and analyses, product and marketing registrations and application s ( which shall include all U.S. Food and Drug Administration and other regulatory drug approvals and licenses related to, and all related applicatio ns and other information submitted for the purposes of or prepared in connection with obtaining an approval f or, a Spinco Product ) to the extent related to a Spinco P roduct ; ( iii ) Cash and Cash Equivalents . Cash, cash equivalents, marketable securities and other short - term investments equal to the Spinco Cash Balance ; ( iv ) Separation Agreement and Ancillary Agreement Assets . All Assets of either Party or any of the members of its Group as of the Distribution Time th at are expressly provided by this Agreement or any Ancillary Agreement as Assets to be transferred to Spinco or any other member of the Spinco Group ; ( v ) Intellectual Property . All Spinco Intellectual Property as of the Distribu tion Time and all rights, interests or claims ( whether accrued or con tingent ) of either Party or any member of its Group arising thereunder ; ( vi ) Contracts . All Spinco Contracts as of the Distribution Time an d all rights, interests or claims ( whether accrued or contingent ) of either Party or any member of its Group arising thereunder ; ( vii ) Real Property and Personal Property . ( A ) All Spinco Real Property as of the Distribution Time and all rights, interests or claims ( whether a ccrued or contingent ) of either Party or any member of its Group arising thereunder ; and ( B ) the office eq uipment, fixtures, furniture and other personal pro perty located at the Spinco Real Property as of the Distr ibution Time other than the personal property liste d on Schedule 2.2(a)(vii ) ; ( viii ) Permits . All Spinco Permits as of the Distribution Time and all rights, interests or claims of either Party or any of the members of its Group the reunder ; ( ix ) Information . Subject to applicable Law and the provisions of the applicable Ancillary Agreements, all rights, interests and claims of eit her Party or any of members of its Group as of the Distribution Time with respect to Information that is exclusively related to the Spinco Assets, the Sp inco Liabilities or the Spinco Business ; ( x ) Spinco Intercompany Receivables . All intercompany receivables owed to a member of the Spinco Group, on the one hand, by a member of the P luto Group, on the other hand, that : ( A ) are in res pect of goods or services sold by a member of the Spinco Group to a member of the Pluto Group ; and ( B ) are effective or outstanding as of the Distribution Tim e, after giving effect to any settlement and paymen t made prior to or as of the Distribution Time descri bed in Section 2.05 ( collectively, the ) ; -23- ( xi ) Shared Contracts . Subject to Section 2.09, all rights, interests or c laims ( whether accrued or contingent ) of Pluto, Spinco or any other member of their respective Groups arising under Shared Contracts to the extent relating to the Spinco Busi ness ; ( xii ) Other Specified Assets . All Assets listed or described on Schedule 2.02(a ) ( xii ) ; and ( xiii ) Primarily Used Assets . All Assets of a type not already identified in clau ses ( i ) through ( xii ) of this Section 2.02(a ), of either Party or any of members of its Group as of the Distribution Time th at are primarily used or primarily held for use in the Spi nco Business, except as expressly otherwise contemp lated in this Agreement or the Ancillary Agreements . The int ention of this clause ( xiii ) is only to rectify any inadvertent omission of transfer or conveyance of any Assets th at, had the Parties given specific consideration to such Asset as of the date hereof, would have otherwise been cl assified as a Spinco Asset . No Asset shall be deeme d to be a Spinco Asset solely as a result of this clause ( xii i ) if such Asset is within the category or type of Asset expressly covered by the terms of another Ancillary Agreement unless the party claiming entitlement to such Asse t can establish that the omission of the transfer or conv eyance of such Asset was inadvertent, and no Asset shall be deemed a Spinco Asset solely as a result of this cl ause ( xiii ) unless a claim with respect thereto is made by Spinco on or prior to the second ( 2nd ) anniversary of the Distribution Date