definiens: means all material ﬁles, documents, instruments, papers, books, andrecords ( scientiﬁc or ﬁnancial ) owned or controlled by Cyprium or an Aﬃliate of Cyprium that relate to thePurchased Assets and the Product, including : any material ﬁnancial data ; regulatory information or ﬁles(including adverse event reports, annual regulatory reports, and protocol(s ) ) ; clinical and non - clinical data andsafety information ; litigation, claims or demands ( to the extent they are not subject to any attorney - clientprivilege ) ; investigation information or ﬁles ; documentation relating exclusively to the Cyprium IP, the Productor the Healthcare Regulatory Authorizations for the Product ( including the Product IND and the ProductNDA ) ; market research completed prior to the Closing ; promotional materials ; and relevant prescriber lists