definiens: means, to the extent permitted by Law, all records or recorded information relating exclusively tothe NK - l Compounds or NK-1 Program, including, but not limited to, Regulatory Filings, clinical trial master files, final anddraft clinical protocols, stability studies, laboratory books, batch records, strategic or marketing studies, and internalanalyses, that are in Seller ’s possession or control as of the Closing Date, provided, however, that : ( a ) in each case, Retained Information and Retained Intellectual Property contained in any such records shall continue to be owned by theSeller and licensed to Purchaser in accordance with the provisions of Section 2.6.1 and may be otherwise used andexploited by such Seller in compliance with this Agreement ; ( b ) Seller may retain : ( i ) a copy of any such records to theextent necessary for Tax, accounting, legal or regulatory purposes, ( ii ) all books, documents, records and files:(A ) prepared in connection with or relating to the Transactions, including bids received from other parties and strategic, financial or Tax analyses relating to the divestiture of the Purchased Assets, the Assumed Liabilities, the NK - lCompounds and the NK-1 Program, including, without limitation, any attorney work - product, attorney - clientcommunication or other items protected by privilege relating to the outlicensing process or divestiture of the NK-1Compounds ; or ( B ) maintained by Seller and/or its representatives, agents or licensees in connection with theirrespective Tax, legal, regulatory or reporting requirements ; and ( c ) with respect to any attorney work product, attorney - client communications and other items protected by privilege, Seller and Purchaser shall enter into agreements such thatthe transfer of such materials to Purchaser would not destroy or impair such privileges