definiens: shall mean ( a ) all raw materials utilized for the manufacture of active pharmaceutical ingredients ( includingprecursors and starting material, excipients and reagents ) necessary for Seller and its Affiliates to perform their obligations under the SupplyAgreement, ( b ) all active pharmaceutical ingredients, placebos and other materials necessary for Seller to supply clinical trials pursuant tothe Transitional Services Agreement, and ( c ) all work - in - progress materials ( meaning bulk tablets and blisters ) and raw materials andcomponents ( including excipients, inserts, labels and packaging materials ) necessary for Seller and its Affiliates to perform their obligationsunder the Toll Manufacturing Agreement . For the avoidance of doubt, the Excluded Inventory that ( i ) is Related to the Program Business,(ii ) remains reasonably usable ( e.g., not expired ) and ( iii ) is owned by Seller or one of its Affiliates immediately prior to the Closing shall beused by Seller and its Affiliates solely for purposes of performing their respective obligations under the Ancillary Agreements