definiens: means all of the assets primarily used or held for use in the Business, including Sell er ’s and its Subsidiaries ’ right, title and interest in, to and under the following properties and assets ( tangible or intangible ), in each case other than the Excluded Assets : ( i ) the Contracts relating primarily to the Business, including those set fo rth on Schedule 2.2(a)(i ) ( collectively, the ), including all rights thereunder ; ( ii ) all Regulatory Authorizations owned, held, possessed, or being pursued by Seller or any of its Subsidiaries, including as set forth on Schedule 2.2(a)(ii ) and all of Seller ’s NDAs and INDs, if any, and all supporting documentation, labeler code, files, and rights associated with the same, in each case related primarily to the Products and specifically excluding any of the foregoing Regulatory Authoriz ations related primarily to the Excluded Products ; ( iii ) all Business Intellectual Property owned by Seller or its Subsidiaries including the Intellectual Property Rights set forth on Schedule 2.2(a)(iii ), and all licenses and other rights of Seller and its Subsidiaries in relation to any Business Intellectual Property that it does not own ; ( iv ) all Books and Records, other than the Excluded Books and Records ; ( v ) all prepaid expenses related to the Business, including without limitation, annual FDA fees, IQVIA and Trialcard prepayments and other Third Party pre -payments ; ( vi ) all unexpired Inventory, including as set forth on Schedule 2.2(a)(vi ), and all associated equipment, tooling and fixtures, to be delivered to Buyer as set forth on such Schedule ; provided, however, that Seller shall reimburse Buyer for all reasonable costs incurred within 45 days after the Closing with the destruction of any expired Inventory or Inventory with a shelf life of 12 months or less ; ( vii ) infrastructure fo r the marketing and commercialization of the Products, and/or other activities in support of the Business, including associated know -how, files, and other assets such as marketing materials, tradeshow booths and exhibits ; ( viii ) all tangible personal property listed on Schedule 2.2(a)(viii ) ; and ( ix ) all claims, counterclaims, credits, causes of action, choses in action, rights of recovery, and rights of indemnification or setoff against Third Parties and other claims primarily arising out of or primarily relating to the Purchased Assets or the Assumed Liabilities after the Closing and all other intangible property rights that relate to the Purchased Assets or the Assumed Liabilities