definiens: shall mean, to the extent reasonably available, a ll books, records, files, correspondence, ledgers, accounting records, custom er lists, customer information, customer purchase h istory, supplier lists and other supplier information, prod uction data, quality control records, sales materia l, and Intellectual Property files of Seller, and with res pect to manufacturing records, customer complaints, non - conformance reports and the complaint handling and process improvement system of the Business, the ava ilable records for the five years prior to the date of thi s Agreement, ( whether in original, photostatic, or electronic form ) to the extent used or held for use primarily in con nection with the Business ; excluding ( i ) personnel files and other information relating to Business Employees or other employees of Seller other than the Transferred Emp loyees, ( ii ) materials and information the transfer of whic h is prohibited by Applicable Law, ( iii ) Tax Return s of Seller or its Affiliates and ( iv ) materials and information t he transfer of which may result in the waiver of an y legal privilege