definiens: means to the extent permitted by Law to be transferred by Seller, all books and records usedexclusively in the operation of the [COMPANY] Therapy BU or the development, testing, manufacture, contract servicesmanufacturing, distribution, marketing or sale of the Products or otherwise necessary to continue the operations of theBiotest Therapy BU as currently conducted, including copies of all INDs, BLAs, Regulatory Correspondence, materialcustomer and supplier lists, account lists, call data, sales history, call notes, marketing studies, consultant reports, physician databases, cost files and records, distribution records, copies of Tax records, promotional literature andmaterials, advertising copy, and correspondence ( excluding invoices ) with respect to the [COMPANY] Therapy BU or theProducts, to the extent maintained by Seller, wherever located, and all complaint files, adverse event files and productdeviation files with respect to the [COMPANY] Therapy BU or the Products, wherever located ; provided, however, that ( a ) ineach case, Seller may redact any Excluded Intellectual Property contained therein that is not used exclusively in theoperation of the [COMPANY] Therapy BU or the development, testing, manufacture, contract services manufacturing, distribution, marketing or sale of the Products, which Excluded Intellectual Property shall continue to be owned by Sellerand may be otherwise used and exploited by Seller without restriction, ( b ) Seller may retain : ( i ) a copy of any such booksand records to the extent required by Law or necessary for Tax, accounting, litigation or other valid business purposes;(ii ) subject to maintaining the confidentiality of the same, a copy of any such books and records to the extent suchbooks and records relate primarily but not exclusively to the [COMPANY] Therapy BU or the Products ; ( iii ) records and filespertaining exclusively to BTBU Employees who do not become Hired Employees ( if any ) ; and ( iv ) all books, documents, records and files ( Y ) prepared in connection with or relating to the Transactions, including bids received from otherparties and strategic, financial or Tax analyses relating to the divestiture of the Purchased Assets, the AssumedLiabilities, the Products and the [COMPANY] Therapy BU, or ( Z ) maintained by Seller and/or its representatives, agents orlicensees exclusively in connection with or relating to the Excluded Assets ( the books and records described in theforegoing clauses ( i ) through ( iv ), collectively, the ), ( c ) any attorney work product, attorney - clientcommunications and other items protected by privilege shall be excluded, and ( d ) Seller shall be entitled to redact fromany such books and records any information that does not relate exclusively to the [COMPANY] Therapy BU or the Products