definiens: means all Boo ks and Records solely to the extent related to or constituting ( i ) human resourc es and any other employee related 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 the extent that any applicable Law prohibits their tran sfer, ( iv ) any tax files, documents, instruments, papers, books and records, ( v ) the [COMPANY] Companies ' rights and obligations under the Formulation Develo pment Agreement dated as of December 19, 2001 by and among the [COMPANY] Parent, EPI L and Wyeth, as amended by Amendment No . 1 to Formulation Development Agreemen t dated January 13, 2003, and the Development Agreement ( as such agreements may b e amended or amended and restated from time to time ) and ( vi ) original Sonat a Books and Records except to the extent that delivery of originals thereof is le gally required to effectuate the transfer of any Sonata Asset