definiens: or members ( as such terms are defined in Rule 12b-2 and Rule 16a-1 promulgated under the Exchange Act ), on the other hand, including any Contractpursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, Affiliate or family member;(xii ) each Contract that contains any provision that requires the purchase of all of the Company ’s or any Company Subsidiary’srequirements for a given product or service from a given third party, or that otherwise contains any minimum use, supply or display requirements, exceptfor those Contracts ( x ) that may be canceled without any material payment by the Company or any Company Subsidiary upon notice of ninety ( 90 ) orfewer days, or ( y ) between or among ( 1 ) the Company and the Company Subsidiaries or ( 2 ) the Company Subsidiaries;(xiii ) each Contract that obligates the Company or any Company Subsidiary to conduct business on an exclusive or preferential basiswith any third party or upon consummation of the Offer and the Merger will obligate Parent, the Surviving Corporation or any of their respectiveSubsidiaries to conduct business on an exclusive or preferential basis with any third party, or that contains any provisions, exceptfor those Contracts ( A ) that may be canceled without any material payment by the Company or any Company Subsidiary upon notice of ninety ( 90 ) orfewer days, or ( B ) between or among ( 1 ) the Company and the Company Subsidiaries or ( 2 ) the Company Subsidiaries;(xiv ) each collective bargaining agreement and each Contract with any labor union ; 45(xv ) each Contract that by its terms limits the payment of dividends or other distributions by the Company or any CompanySubsidiary;(xvi ) each Contract with any Governmental Authority involving or reasonably likely to involve payments in excess of Five HundredThousand Dollars ( $ 500,000 ) per year;(xvii ) each Contract related to research or development, clinical studies to gather safety and effectiveness data about a medicaldevice to support a or pursuant to 21 C.F.R. 807, Subpart E, 21 C.F.R. 814 and 21 C.F.R. 812, or withany distributor, of ( A ) any products or services of the Company or ( B ) any products of a third party licensed by the Company;(xviii ) each Contract that obligates the Company or any Company Subsidiary to develop any Medical Device, except for thoseContracts ( x ) that may be canceled without any material payment by the Company or any Company Subsidiary upon notice of ninety ( 90 ) or fewer days, or ( y ) between or among ( 1 ) the Company and the Company Subsidiaries or ( 2 ) the Company Subsidiaries;(xix ) each Contract with a customer or supplier listed in Section 4.20(a ) of the Company Disclosure Letter or Section 4.20(b ) of theCompany Disclosure Letter(xx ) each Contract that would prohibit or materially delay the consummation of the Offer or the Merger or any other Transaction ; or(xxi ) each Contract not otherwise described in any other subsection of this Section 4.18(a ) that would constitute a ( as such term is defined in Item 601(b)(10 ) of Regulation S - K of the SEC ) with respect to the Company