definiens: means ( i ) all Books and Records prepared in connectionwith or related to the negotiation of the transactions contemplated by this Agreement and theAncillary Agreements, ( ii ) any of the foregoing that are the subject of binding confidentialityagreements with non - Affiliates of [COMPANY] restricting their conveyance or disclosure toPurchaser ; provided, however, that [COMPANY] shall use its commercially reasonable efforts toobtain the right from such non - Affiliates either to disclose such records to Purchaser or to transfersuch confidentiality agreements to Purchaser, ( iii ) all Books and Records relating to Non - Transferred Businesses, Excluded Assets and Excluded [COMPANY] Liabilities, ( iv ) all Books andRecords relating to Tax returns and Tax records for periods or portions thereof ending on or priorto the Closing, and ( iv ) all Books and Records not exclusively relating to Acquired Assets [ * * * ] : CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION