definiens: means all books, ledgers, files, reports, plans, records, manuals and other materi als, including books of account, records, files, corresp ondence and memoranda, scientific records and files ( including laboratory notebooks and invention disclosures ), da ta, and specifications and inventory records ( in an y form or medium ), suppliers lists, contact information, hist orical records, payment history, marketing material s ( if any ), historical purchase orders and invoices, all data b ases and related documentation, books and records r egarding regulatory compliance, quality assurance, operating procedures, and all other information primarily us ed in connection with the Product and/or the Program and/ or are specifically related to the Transferred Asse ts and/or Product development but excluding, in each case : ( a ) any such items to the extent ( i ) such items are i ncluded in any Excluded Assets or Excluded Liabilities or ( ii ) any Law prohibits their transfer ; ( b ) the items sp ecified in Section 2.2(d ) and ( c ) the [COMPANY] Assets