definiens: means, as of the Closing, ( i ) all inventory of fi nished Product owned by Sellers or any of their respective Controlled Affiliates, whether or not Labeled, ( ii ) all Product work - in - progress owne d by Sellers or any of their respective Controlled Affiliates, ( iii ) all other inventory Related to the Business, i ncluding raw materials, active pharmaceutical ingredients, excip ients, intermediaries, reagents, packaging, work - in -process, finished goods, spare parts and shop and production supplies, in each case whether imported, provided from contract manufacturers or otherwise and whether loc ated at a facility of Sellers or any of their respe ctive Controlled Affiliates, by a wholesaler or in transit and ( iv ) all other inventory located at manufacturing facili ties acquired, directly or indirectly, by Buyer Parent at the Clos ing, except to the extent such inventory is primari ly related to the Retained Business