definiens: means, in written or electronic form, all books and records to the extent ( i)exclusively related to Licensed Product, ( ii ) in the possession of Braeburn and ( iii ) necessary to Exploit LicensedProduct, including vendor and supplier lists and correspondence, training materials, prescriber enrollment, certification, decertification, and recertification records ( including the database of enrolled prescribers required by theREMS for the Licensed Product ), REMS compliance documentation and information relevant to REMS assessment, PV reports, safety databases, medical information queries and responses, customer complaints, technical reports, batch documentation ( including copies of executed batch records and disposition packages ) for the Inventory, medicalaffairs materials, drug safety, distribution and prescribing information, and inspection and audit histories . For clarity, the Transferred Records shall not include ( A ) human resources and any other employee books and records, ( B ) anyfinancial, tax and accounting records to the extent not related to Licensed Product, ( C ) any items to the extent theirtransfer is prohibited by Law or ( D ) the Transferred Regulatory Materials, the Transferred Promotional Materials or theTransferred Intellectual Property