definiens: means, to the extent permitted by law and maintained by the Seller, all reasonablyaccessible written or electronic books and records relating exclusively to the conduct of the Business by Seller, including copies of all manufacturing records, sales history ( including data by customers ), marketing studies, consultant reports, data relating to prescribing program ( excluding invoices and any prescribing data ), and allcomplaint files and adverse event files, provided, however, that Seller may retain copies of any such books andrecords to the extent necessary for Tax, accounting, litigation or other valid business purposes required by thisAgreement, the Other Agreements or at the written request of Purchaser, which copy shall be deemed to be from and after the Closing Date and subject to the provisions of Section 8.1 . Forthe avoidance of doubt, the following will be excluded from the definition of Product Records : all books, documents, records, files or other items that are ( a ) bids received from other parties and strategic, financial or Tax analysesrelating to the divestiture of the Purchased Assets, the Assumed Liabilities, the Product and Business and similarmaterials prepared in connection with or relating to the Transactions, ( b ) maintained by Seller and/or itsrepresentatives and agents in connection with their respective tax, legal, regulatory or reporting requirements, or(c ) regarded by Seller as attorney work product, attorney - client communications or protected by privilege