definiens: means the following Contracts to which any Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, in each ca se, immediately prior to the Distribution Time, except for any such Contract or part thereof that is expre ssly contemplated to be retained by Pluto or any member of the Pluto Group from and after the Distribution Time pursuant to any provision of this Agreement or any Ancillary Agreement ; provided that, in the case of any of the following Contracts that relate to Intellectual Pro perty where the provisions relating to Intellectual Property are not incidental to the overall purpose of the Contra ct, the will include only Spinco IP Contracts : ( a ) any Contract ( including any customer, distri bution, supply or vendor contracts and any joint ve nture agreements ) or part thereof to the extent related t o the Spinco Business ( excluding any IP Contracts ) ; ( b ) any Contract or part thereof to the extent p roviding for any guarantee, indemnity, representati on, warranty or other Liability of any member of the Sp inco Group or the Pluto Group in respect of any Spi nco Liability or the Spinco Business ( including guarant ees of financing incurred by customers or other Thi rd Parties in connection with purchases of products or service s from the Spinco Business ) ; ( c ) Spinco IP Contracts ; -16- ( d ) any Spinco Individual Agreement ( as defined in the Employee Matters Agreement ) ; ( e ) any interest rate, currency, commodity or ot her swap, collar, cap or other hedging or similar agreements or arrangements to the extent related to the Spinco Business or entered into by or on behal f of any division, business unit or member of the Spinco Gro up, but excluding any such arrangements that are en terprise - wide or related to any Indebtedness of any member o f the Pluto Group ; ( f ) any Contract listed on Schedule 1.01(e ) ; ( g ) any confidentiality or non - disclosure Contra ct entered into in connection with the sale or disp osition of all or substantially all of the Spinco Business ; and ( h ) any Contract that is otherwise expressly con templated pursuant to this Agreement or any of the Ancillary Agreements to be assigned to Spinco or an y other member of the Spinco Group