definiens: shall mean : ( i ) any and all Assets reflected in the CPEX Balance Sheet, including without limitation any and all interests inBentley Park, LLC, any and all Intellectual Property used primarily in the CPEX Business and the Testim Royalties, and notdisposed of by CPEX or Bentley between the date of the CPEX Balance Sheet and the Distribution Date ; ( ii ) any and all Assets acquired by CPEX ( or Bentley on behalf of CPEX ) after the date of the CPEX Balance Sheetthat would be reflected in the balance sheet of CPEX as of the Distribution Date, if such balance sheet was prepared byCPEX in accordance with the same accounting principles under which the CPEX Balance Sheet was prepared ( which Assetsshall include, for the avoidance of doubt, ( a ) cash and cash equivalents to be transferred by Bentley to CPEX on or prior tothe date hereof in an amount not to exceed $ 8 million in the aggregate and ( b ) the Testim Royalties )