definiens: means all books and records relating exclusively to, and reasonablynecessary to Exploit, the Product, or to perform research and development activities with respect to the 2.5 mg DosageStrength or the [ * * * ] Product, in each case, in the Buyer Territory, or to conduct the Product Business, as Exploited, performed or conducted ( as applicable ) as of the Closing Date and other than the Regulatory Documentation, to the extentowned and maintained by Seller or any of its Affiliates, but excluding, in all cases, ( a ) all books, documents, records andfiles prepared in connection with or relating to the transactions contemplated under this Agreement, including bidsreceived from Third Parties and strategic, financial or Tax analyses relating to the divestiture of the Purchased Assets, theAssumed Liabilities, the Product, the 2.5 mg Dosage Strength, the [ * * * ] Product or the Product Business, ( b ) all books, documents, records and files related solely to the Manufacture of the Product, the 2.5 mg Dosage Strength or the [ * * * ] Product, ( c ) trade secrets of Third Parties ( other than Licensed Know - How ), ( d ) any attorney work product, attorney - clientcommunications and other items protected by established legal privilege, unless the books and records can be transferredwithout losing such privilege, ( e ) human resources and any other employee books and records, other than any such booksand records relating solely to any Product Business Employee who accepts an offer of employment with Buyer, ( f ) anyfinancial, Tax and accounting records to the extent not related to the Product, the 2.5 mg Dosage Strength or the [ * * * ] Product and ( g ) any items to the extent applicable Law prohibits their transfer or where transfer thereof would subjectSeller or any of its Affiliates to any Liability