definiens: means all books and records Controlled by Seller or any of its Affiliates relating to, and reasonably necessar y to Exploit, any Seller Product or to perform rese arch and development activities with respect to any Sell er Product, or to conduct the Product Business, as Exploited, performed or conducted ( as applicable ) a s of the Closing Date and other than the Regulatory Documentation, but excluding, in all cases, ( a ) all books, documents, records and files prepared in connection with or relating to the Transactions con templated under this Agreement, including bids received from Third Parties and strategic, financia l or Tax analyses relating to the divestiture of th e Purchased Assets, the Assumed Liabilities, the Prod uct, the Third Generation Product or the Product Business ; ( b ) all books, documents, records and fil es to the extent related to the Manufacture of the Product or the Third Generation Product ; ( c ) trade secrets of Third Parties ; ( d ) any attorney work product, attorney - client communications and other i tems protected by established legal privilege, unle ss the books and records can be transferred without lo sing such privilege ; ( e ) human resources and any other employee books and records, other than any su ch books and records relating solely to any Product Business Employee who accepts an offer of employmen t with Purchaser ; ( f ) any financial, Tax and accounting records to the extent not related to the Product, the Third Generation Product, or any othe r Purchased Asset ; and ( g ) any items to the extent ap plicable Law prohibits their transfer or where tran sfer thereof would subject Seller or any of its Affiliat es to any Liability . It is hereby clarified that a particular book or record may include information that does no t constitute Product Records as well as information that constitutes Product Records and Seller may red act the portion of such book or record that does no t constitute Product Records before delivering to Pur chaser the portion of such book or record that constitutes Product Records