definiens: means all books and records relating exclusively to the Product in the HorizonTerritory or to the Product Business ( other than the Regulatory Documentation ) to the extent owned by or maintainedby or on behalf of [COMPANY] or any of its Affiliates, but excluding, in all cases, the following books, documents, records and files ( a ) all books, documents, records and files prepared for the transactions contemplated under thisAgreement, including bids received from Third Parties and strategic, financial or Tax analyses relating to thedivestiture of the Purchased Assets, the Assumed Liabilities, the Product and the Product Business ( b ) all books, documents, records and files related solely to the Manufacture of the Product, ( c ) any attorney work product, attorneyclient communications and other items protected by established legal privilege, unless the books and records can betransferred without losing such privilege, ( d ) human resources and any other employee books and records, ( e ) anyfinancial, Tax and accounting records to the extent not related to the Product in the Horizon Territory, ( f ) all books andrecords related to the Merck Patents or the Merck Parties, and ( g ) any items to the extent applicable Law prohibitstheir transfer