definiens: shall mean and include all of the properties, ass ets, goodwill, rights, title, interests, other assets of every kind, nature and description, real, personal or mixed, and tangible and intangible assets ( wherever located an d whether or not required to be reflected on a bala nce sheet prepared in accordance with GAAP ) of Apollo and eac h of its Affiliates used exclusively in the Apollo Lap - Band Business including, without limitation : ( a)all Apollo Lap - Band Inventory ; ( b)all tangible property, excluding raw materials o r works - in - progress, but including equipment, prototypes, tools, supplies, fixtures, improvements and other tangible assets, used exclusively in the Apollo Lap - Band Business ( collectively, the ) ; ; ( c)the Apollo Lap - Band Intellectual Property ; ( d)only those Contracts listed on Schedule 1.1(d ) a nd all rights related thereto ( the ), pursuant to the Assignme nt and Assumption Agreement ; provided, however, that notwithstanding anything in this Agreement to the c ontrary, the Parties acknowledge and agree that onl y the Contracts listed on Schedule 1.1(d ) shall be includ ed in the Apollo Lap - Band Assets, and any Contract relating to the Apollo Lap - Band Business not listed on Schedule 1.1(d ) shall be an Excluded Asset hereunder ; ( e)the Apollo Lap - Band Regulatory Information and, to the extent transferable, the Apollo Lap - Band Regulatory Materials ; ( f)the Governmental Authorizations set forth on Sch edule 1.1(f ) ( the ) ; and ( g)the following records and files exclusively rela ting to the Apollo Lap - Band Assets or the Assumed Lap - Band Liabilities and in the possession of Apollo or any of its Affiliates ( but excluding r ecords or files that can not be reasonably separated from Excl uded Apollo Assets or redacted to include only book s and records exclusively relating to the Apollo Lap - Band Assets or the Assumed Lap - Band Liabilities ): ( i ) v endor lists, ( ii ) customer lists, ( iii ) a list of the distributo rs for the Apollo Lap - Band Products, ( iv ) pricing l ists for the Apollo Lap - Band Products, ( v ) market research reports, mar keting plans and other marketing - related informatio n and materials, ( vi ) advertising, marketing, sales and p romotional materials, ( vii ) quality control informa tion and materials, and ( viii ) other business records relati ng exclusively to the Apollo Lap - Band Assets or the Assumed Lap - Band Liabilities, to the extent that such other business records are able to be transferred under applicable Law ( the foregoing records and documents, ( i)-(viii ), c ollectively the ) ; provided, however, that Apollo may retain copies of all Apollo Lap - Band Books and Records