definiens: means ( a ) all raw material inventory, w ork - in - process inventory, Goods in Transit and finished Products inventory, in each case, solely o wned by Sellers or the Conveyed Subsidiaries ( or an y of their Subsidiaries ) and solely used or held for use in th e Business ( other than any raw material inventory, work - in - process inventory and finished products inventory s ubject to a Manufacturing and Supply Agreement ( Sel ler Parent as Supplier ) ) and ( b ) raw material inventory, work - in - process inventory and finished products i nventory, in each case, solely owned by Sellers or the Convey ed Subsidiaries ( or any of their Subsidiaries ) and solely used or held for use in a Manufacturing and Supply Agree ment ( Purchaser as Supplier ), but excluding any raw material inventory or work - in - process inventory ( in cluding any active pharmaceutical ingredients ) that Seller Parent or any of its Affiliates supplies through a tolling or similar arrangement ( including, followin g the Closing, any Manufacturing and Supply Agreement ( Purchaser a s Supplier ), and including all Customer - Supplied Materials ( as defined therein ) ) to a Facility prior to, on or following the Closing for the manufactur e of products subject to a Manufacturing and Supply Agreement ( Pu rchaser as Supplier ) ( which raw material inventory and work - in - process inventory ( including such Customer- Supplied Materials ), for clarity, shall not be Inve ntory or any other Purchased Asset and Purchaser shall acqui re no right, title or interest therein )