definiens: . SECTION 1.02 . Acquired Assets ; Excluded Assets . ( a ) The term means all Seller ’s and itsAffiliates ’ legal and beneficial title and interest in and to the following tangible and intangible assets at Closing, other thanthe Excluded Assets ( as defined in Section 1.02(b ) ): ( i ) all rights owned by Seller and its Affiliates in and to all tetrabenazine products, in any jurisdiction, including all prodrugs, analogues, metabolites, salts, hydrates, solvates, polymorphs, crystalline, amorphous andnanonized forms thereof, including desmethyltetrabenazines ( collectively, the ), including rightsowned by Seller and its Affiliates in and to ( A ) all immediate release formulations of tetrabenazine ( ), ( B ) all controlled release formulations of tetrabenazine, whether currently in development or to be developed in thefuture ( ), ( C ) all tetrabenazine products corresponding to Xenazine products marketed under adifferent name in any jurisdiction, including Nitoman, ( D ) the ( 2S, 3S, 11bR ) isomer of cis - dihydrotetrabenazinereferred to as RUS 350, including all prodrugs, salts, hydrates, solvates, polymorphs, crystalline, amorphous andnanonized forms of RUS 350, ( E ) the ( 2R, 3R, 11bS ) isomer of cis - dihydrotetrabenazine referred to as RUS 351,including all prodrugs, salts, hydrates, solvates, polymorphs, crystalline, amorphous and nanonized forms of RUS 351, ( F ) the ( 2R,3S, 11bR ) isomer of cis - dihydrotetrabenazine referred to as RUS 345, including all prodrugs, salts, hydrates, solvates, polymorphs, crystalline, amorphous and nanonized forms of RUS 345, ( G ) the ( 2S, 3R, 11bS ) isomer of cis - dihydrotetrabenazine referred to as RUS 346, including all prodrugs, salts, hydrates, solvates, polymorphs, crystalline, amorphous and nanonized forms of RUS 346 and ( H ) trans dihydrotetrabenazine and all prodrugs, metabolites andanalogs of cis and trans dihydrotetrabenazine and all salts, hydrates, solvates, polymorphs, crystalline, amorphousand nanonized forms thereof, including desmethyldihydrotetrabenazines ; ( ii ) all raw materials, active pharmaceutical ingredient ( ), work - in - process, finished goods, components, packaging materials, samples, supplies and other inventories of or relating to TBZ Products ( includingin transit, on consignment or in the possession of any third party ) owned by Seller and its Affiliates ( collectively, the ) that is unsold at Closing ( such unsold Inventory, the ) ; ( iii ) all machinery and equipment ( if any ) that is owned by Seller and its Affiliates and used, held for use orintended to be used primarily in the development, manufacturing or packaging of the TBZ Products, regardless ofwhether Seller or a third party is in physical possession of such machinery or equipment on the Closing Date ( the ) ; ( iv ) all rights held by Seller and its Affiliates ( subject to the obligations thereunder ) in regulatory approvalsin any jurisdiction with respect to any TBZ Product ( the ) or pending applications therefor, including all new drug applications for any TBZ Product and the rights of Seller and its Affiliates thereunder ( subjectto the obligations thereunder ) in any jurisdiction ( each such application, a ), filed by Selleror any of its Affiliates with any regulatory authority in any jurisdiction, and all rights of Seller and its Affiliates in allrelated information and research supporting such Regulatory Approvals, Drug Approval Dossiers and all subsequentamendments and supplements thereto ( any such documentation regarding the Regulatory Approvals, the ) ; ( v ) all patents ( including all reissues, divisions, continuations, continuations - in - part and extensions thereof),patent applications, patent rights, trade marks, trade mark registrations, trade mark applications, service marks, tradenames, trade dress, business names, brand names, copyrights, copyright registrations, designs and design registrationsin any jurisdiction, and all rights to any of the foregoing ( ), that are owned by Seller and itsAffiliates and relate primarily to the TBZ Business and/or the TBZ Products ( including, for the avoidance of doubt, Intellectual Property owned by Seller and its Affiliates related to the CAM 28 and CAM 31 draft patent applications)(such Intellectual Property, the ) ; ( vi ) all trade secrets, confidential information, inventions, know - how, formulae, processes, procedures, research records, records of inventions, test information, manufacturing and packaging specifications, technical, clinical and other data and other technical information, market surveys and marketing know - how, that are owned bySeller 2 and its Affiliates, in each case, to the extent relating to the TBZ Business and/or the TBZ Products ( the ) ; ( vii ) the internet and domain names set forth on Schedule 1.02(a)(vii ) ; ( viii ) subject to Sections 1.03 and 1.04, the benefit ( subject to the burden ) of the Assigned Contracts ; ( ix ) copies of all books and records and other materials and documentation to the extent relating to the TBZBusiness, any TBZ Product and/or any other Acquired Asset that are in the possession or control of Seller or any ofits Affiliates, including books of account, ledgers, files, invoices, customer and supplier lists, other distribution lists, billing records, manuals, customer account data, customer and supplier correspondence, laboratory notebooks andother research records, product complaint information, clinical studies and data and all other regulatory files ordocumentation ( including correspondence held by Seller and its Affiliates with, applications to and approvals fromany regulatory authority in any jurisdiction ), in all cases, in any form or medium ( the ) ; ( x ) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid itemsarising in respect of the Assigned Contracts or that are otherwise used, held for use or intended to be used primarilyin, or that arise primarily out of, the TBZ Business ; and ( xi ) all rights, claims and credits to the extent relating to any tangible Acquired Asset ( including AssignedInventory ), including any such items arising under all warranties, indemnities and similar rights in favour of Sellerand its Affiliates in respect of any such Acquired Asset