definiens: shall mean ( a ) all books, documents, records and files prepared in connection with or relating to thetransactions contemplated under this Agreement, including bids received from Third Parties and strategic, financial orTax analyses relating to : the divestiture of the Transferred Assets, the Assumed Liabilities, license of Licensed Know - How and the Product, ( b ) confidentiality, joint defense or similar agreements with prospective purchasers of theProduct, ( c ) trade secrets of Third Parties, ( d ) any attorney work product, attorney - client communications and otheritems protected by established legal privilege, unless the books and records can be transferred without losing suchprivilege, ( e ) human resources and any other employee books and records, ( f ) any financial, Tax and accountingrecords to the extent not related to the Product, ( g ) any items to the extent applicable Law prohibits their transfer and(h ) electronic mail