definiens: ): ( i ) any Contract which is a ( as such term is defined in Item 601(b)(10 ) of Regulation S - K promulgated by theCommission);(ii ) any Contract ( other than between or among ( x ) the Company and its wholly owned Subsidiaries or ( y ) wholly owned Subsidiaries ofthe Company ) relating to outstanding Indebtedness pursuant to which the Company or any of its Subsidiaries is liable or obligated for an amount inexcess of Fifty Million Dollars ( $ 50,000,000);(iii ) any Contract that ( A ) restricts the Company or any of its Subsidiaries from participating or competing in any line of business, market or geographic area, ( B ) contains most favored customer pricing provisions in favor of the counterparty of the Company or CompanySubsidiary or ( C ) provides for or any similar requirement or or similar rights in favor of the counterparty of theCompany or any Company Subsidiary, in the case of each of sub - clauses ( A ) ( B ) and ( C ), that is material to the businesses of the Company and itsSubsidiaries, taken as a whole, except for any such Contract ( x ) that may be canceled without any material payment by the Company or any suchSubsidiary upon notice of ninety ( 90 ) or fewer days, ( y ) between the Company and any of its Subsidiaries, on the one hand, and a distributor orsales agent, sales representative or similar Person, on the other hand or ( z ) between or among ( 1 ) the Company and its wholly owned Subsidiariesor ( 2 ) wholly owned Subsidiaries of the Company);(iv ) any joint venture, partnership, joint research, joint development or joint marketing or similar Contract ( other than between or among(x ) the Company and its wholly owned Subsidiaries or ( y ) wholly owned Subsidiaries of the Company ), in each case, that is material to thebusinesses of the Company and its Subsidiaries, taken as a whole;(v ) any customer, distribution, manufacturing, sales, supply, vendor or manufacturing Contract under which payments by or to theCompany or any of its Subsidiaries were made in excess of Five Million Dollars ( $ 5,000,000 ) for the twelve - month period ended November 30,2013, other than ( x ) any customer, distribution or sales Contract in a form substantially similar to the form distribution agreement made available toParent and ( y ) any Contract between or among ( 1 ) the Company and its wholly owned Subsidiaries or ( 2 ) wholly owned Subsidiaries of theCompany ; 31(vi ) any license ( other than between or among ( x ) the Company and its wholly owned Subsidiaries or ( y ) wholly owned Subsidiaries ofthe Company ) that is material to the business of the Company and its Subsidiaries, taken as a whole, pursuant to which the Company or any of itsSubsidiaries has ( A ) acquired the right to use any Intellectual Property from any third party ( but excluding licenses for commercially availablesoftware or software - as - a - service ), or ( B ) granted to any third party any license to use any Owned Company Intellectual Property, other than, in thecase of each of sub - clauses ( A ) and ( B ), licenses or grants of rights ancillary to commercial agreements ( including manufacturing, customer, supply, distribution, retail, development, marketing and similar agreements ) entered into in the Ordinary Course of Business;(vii ) any Contract ( other than between or among ( x ) the Company and its wholly owned Subsidiaries or ( y ) wholly owned Subsidiariesof the Company ) with respect to ( A ) a merger, acquisition or disposition of capital stock of any Person or ( B ) an acquisition or disposition of assetsof any Person, in each case, for aggregate consideration in excess of Twenty Five Million Dollars ( $ 25,000,000 ) ( other than any Contract relating toa transaction that has been consummated or terminated without any material continuing obligations or liabilities);(viii ) any Collective Bargaining Agreements ; or(ix ) any Contract under which payments by or to the Company or any of its Subsidiaries were made in excess of Five Million Dollars($5,000,000 ) for the twelve - month period ended November 30, 2013 and under which the Company or any of its Subsidiaries has any or minimum purchase obligation, in each case, that is material to the businesses of the Company and its Subsidiaries, taken as a whole, except forany such Contract that may be canceled without any payment by the Company or any such Subsidiary upon notice of ninety ( 90 ) or fewer days