definiens: means any and all ( a ) books, documents, records, files and other items prepared inconnection with or relating to the negotiation and consummation of the transactions contemplated by this Agreementor the Ancillary Agreements or otherwise prepared in connection with the divestiture of the Purchased Assets and theevaluation of strategic alternatives, including all ( i ) bids received from Third Parties and analyses relating to theProduct, the Authorized Generic Product or the Product Business, ( ii ) confidentiality, joint defense or similaragreements with prospective purchasers of the Product, the Authorized Generic Product or the Product Business,(iii ) strategic, financial or Tax analyses relating to the divestiture of the Purchased Assets, the Assumed Liabilities, the Product, the Authorized Generic Product and the Product Business, ( iv ) presentations or minutes relating to anyof the meetings of Seller ’s board of directors or committees thereof relating to strategic alternatives, including thetransactions contemplated by this Agreement and ( v ) presentations or other materials relating to discussion withSeller ’s lenders or key constituents or counterparties ; ( b ) trade secrets not primarily related to the Product Business;(c ) attorney work product, attorney - client communications and other items protected by established legal privilege, unless the books and records can be transferred without losing such privilege or such books and records relateprimarily to the Product or the Authorized Generic Product ; ( d ) human resources and any other employee books andrecords ; ( e ) financial, Tax and accounting records to the extent not primarily related to the Product or the AuthorizedGeneric Product ; ( f ) subject to compliance with Section 5.2, items to the extent applicable Law prohibits their transfer;(g ) electronic mail ; and ( h ) the global safety database for the Product and source documents associated withindividual case safety reports