definiens: means ( i ) all Books and Records prepared in connection with or related to thenegotiation of the transactions contemplated by this Agreement and the Ancillary Agreements, ( ii ) any of the foregoing thatare the subject of binding confidentiality agreements with non - Affiliates of [COMPANY] restricting their conveyance or disclosureto Purchaser ; provided, however, that [COMPANY] shall use its commercially reasonable efforts to obtain the right from such non - Affiliates either to disclose such records to Purchaser or to transfer such confidentiality agreements to Purchaser, ( iii ) allBooks and Records relating to Non - Transferred Businesses, Excluded Assets and Excluded [COMPANY] Liabilities, and ( iv ) allBooks and Records relating to Tax returns and Tax records for periods or portions thereof ending on or prior to the ClosingDate, ( v ) all Books and Records not exclusively relating to Acquired Assets and ( vi ) Books and Records reasonably necessaryto the performance by [COMPANY] and its Affiliates of the Ancillary Agreements