definiens: means all regulatory communicatio ns and written records of Seller, including all books of account, ledgers, general, financial a nd accounting records, files, invoices, billing rec ords, customers ’ and suppliers ’ lists, other distribution lists, pro duct and pricing information, manuals, and marketin g study reports ( in all cases, in any form or medium ), in each case, of Seller, in existence as of the Closing Date, t o the extent relating to the Business or the Business Products, and within the possession or control of Seller ; pro vided, however, that the following shall expressly not constitute : ( a ) all Tax Returns, other than ( i ) property Tax Returns, ( ii ) Tax Returns for employment Taxes, and ( iii ) Tax Returns for sales, use, value - added, goo ds and services and similar Taxes, in each case of ( i ), ( i i ) and ( iii ), to the extent relating to the Busines s, the Assigned Assets or the Business Products ; ( b ) all books, doc uments, records and files prepared in connection wi th or relating to the transactions contemplated under this Agreeme nt, including any strategic, valuation, financial a nd / or Tax analyses relating to the divestiture of the Assigne d Assets and the Assumed Liabilities ; and ( c ) all a ttorney work product, attorney - client communications and other i tems protected by established legal privilege