definiens: means any and all ( a ) books, documents, records, files and other itemsprepared in connection with or relating to the negotiation and consummation of the transactions contemplated by thisAgreement or the Ancillary Agreements or otherwise prepared in connection with the sale of the Product in theTerritory, including all ( i ) bids received from Third Parties and analyses relating to the Product or the ProductBusiness, ( ii ) confidentiality, joint defense or similar agreements with prospective purchasers of the Product orProduct Business, and ( iii ) strategic, financial or Tax analyses relating to the divestiture of the Purchased Assets, theAssumed Liabilities, the Product and the Product Business ; ( b ) trade secrets ; ( c ) attorney work product, attorney - client communications and other items protected by established legal privilege, unless the books and records can betransferred without losing such privilege ; ( d ) employee books and records ; ( e ) financial, Tax and accounting records tothe extent not exclusively related to the Product ; ( f ) items to the extent applicable Law prohibits their transfer or wheretransfer thereof would subject Seller or its Affiliates to any liability ; ( g ) electronic mail ; and ( h ) any materials, information or data related to the Manufacture of the Product ( including any such information included in theChemistry, Manufacturing and Controls section of the Purchased Regulatory Approvals )