definiens: means to the extent permitted by Law, all existing books and records related solely to the conduct of the Business, including copies of all material customer and supplier lists, account lists, sales history, marketing studies, consultant reports, registry, subregistry and correspondence ( excluding invoices ) with respect to the Product or the Business to the extent maintained by the Selling Parties, all annual reports and adverse event reports, cor­respondence with the FDA or any equivalent foreign Governmental Authority ( to the extent maintained by the Selling Parties ), exception reports, specifications for raw materials and, to the extent maintained by the Selling Parties, FDA or any equivalent foreign Governmental Authority communication thereon, communication relating to manufacturing or packaging with any of the FDA or any equivalent foreign Governmental Authority, vendors or suppliers, and all complaint files and adverse event files with respect to the Product, provided, however, that ( a ) the Selling Parties may retain ( i ) a copy of any such books and records to the extent necessary for Tax, ac­counting, litigation or other valid business purposes and ( ii ) a copy of all books, documents, re­cords and files maintained by the Selling Parties and/or its Representatives, agents or licensees in connection with their respective Tax, legal, regulatory or reporting requirements, and ( b ) the fol­lowing shall be excluded from Product Records ( i ) attorney work product, attorney - client com­munications and other items protected by privilege, ( ii ) Employee Records and ( ii ) all books, documents, records and files prepared in connection with the Agreement and the Ancillary Agreements, including bids received from other parties and strategic, financial or Tax analyses relating to the divestiture of the Purchased Assets, the Assumed Liabilities, the Product and the Business