definiens: means all books and records, including patient information, payor information and lists oftargeted prescribers, relating exclusively to the Product or to the Product Business ( other than the RegulatoryDocumentation ) and to the extent ( a ) useful to the Product Business and actually used by Seller or any of its Affiliatesin the Exploitation or Manufacture of the Product as of the Closing Date or ( b ) owned, maintained and in thepossession or Control of Seller or any of its Affiliates and reasonably necessary to Exploit or Manufacture the Productas of the Closing Date, but excluding, in all cases, ( i ) all books, documents, records and files prepared in connectionwith or relating to the transactions contemplated under this Agreement, including bids received from Third Parties andstrategic, financial or Tax analyses relating to the divestiture of the Purchased Assets, the Assumed Liabilities, theProduct and the Product Business, ( ii ) trade secrets of Third Parties, ( iii ) any attorney work product, attorney - clientcommunications and other items protected by established legal privilege, unless the books and records can betransferred without losing such privilege, ( iv ) human resources and any other employee books and records, ( v ) anyfinancial, Tax and accounting records to the extent not related to the Product, ( vi ) any items to the extent applicableLaw prohibits their transfer or where transfer thereof would subject Seller or any of its Affiliates to any Liability,(vii ) electronic mail and ( viii ) any books and records owned or Controlled by Shionogi