definiens: means to the extent permitted by Law, all books and records that relate primarily orexclusively to the Product or the Purchased Assets, including copies of all material supplier lists, marketingstudies, consultant reports, invention disclosures, laboratory notebooks and records, physician databases andcorrespondence ( excluding invoices ) with respect to or related to the Product or the Purchased Assets, to theextent maintained by or in the possession of Seller or its Affiliates or their agents ( to the extent owned bySeller or its Affiliates ), and all complaint files and adverse event files with respect to the Product, provided, however, that ( i ) all books, documents, records and files ( A ) prepared in connection with or relating to theTransaction, including bids received from other parties and strategic, financial or Tax analyses relating to thedivestiture of the Purchased Assets, the Assumed Liabilities and the Product, or ( B ) maintained by Sellerand / or its representatives, agents or licensees in connection with their respective ongoing Tax, legal, regulatory or reporting requirements, and ( ii ) any attorney work product, attorney - client communications andother items protected by privilege shall be excluded ; provided, further, that Seller may retain a copy of anybooks and records that6 constitute Product Records to the extent necessary for Tax, accounting, litigation or other valid businesspurposes or to the extent such books and records relate to the Product . In furtherance of the foregoing, Sellershall be entitled to redact from any such books and records that constitute Product Records any informationthat is not primarily or exclusively related to the Product or the Purchased Assets and such redactedinformation shall not constitute a Product Record