definiens: means all Books and Records solely to theextent related to or constituting ( i ) human resources and any other employeerelated files and records, ( ii ) original financial and accounting records, ( iii)any items set forth on Schedule 1.01(b ) of the [COMPANY] Disclosure Schedule to theextent that any applicable Law prohibits their transfer, ( iv ) any tax files, documents, instruments, papers, books and records, ( v ) the [COMPANY] Companies'rights and obligations under the Formulation Development Agreement dated as ofDecember 19, 2001 by and among the [COMPANY] Parent, EPIL and Wyeth, as amended byAmendment No . 1 to Formulation Development Agreement dated January 13, 2003, andthe Development Agreement ( as such agreements may be amended or amended andrestated from time to time ) and ( vi ) original Sonata Books and Records except tothe extent that delivery of originals thereof is legally required to effectuatethe transfer of any Sonata Asset