definiens: shall mean each Contract to which the Company or any of its Subsidiaries is a party, ineach case, with a third party : ( a ) which involves or is reasonably expected to involve payment by or to such Person from third parties of more than$2.0 million per year and has continuing material obligations, rights or interests ( other than a Contract under which thesole continuing obligation is to maintain confidentiality);-4- ( b ) which involves payment by or to such Person from third parties of more than $ 1.5 million per year and involvesmaterial continuing obligations, rights or interests, relating to the clinical trial, supply, manufacture, marketing or co - promotion of, or collaboration with respect to, any product or product candidate ; ( c ) which relates to or evidences third - party indebtedness for borrowed money of such Person in excess of$2.0 million ; ( d ) which contains any covenant limiting, in any material respect, the ability of the Company or any of itsSubsidiaries to engage in any line of business or compete with any third party ; ( e ) which is a material Contract and contains any provisions contemplating or relating to a change in control orsimilar event with respect to the Company or any one or more of its Subsidiaries or otherwise having the effect of providingthat the consummation of the Sale or any of other transaction contemplated by this Agreement or the execution, delivery oreffectiveness of this Agreement will materially conflict with, result in a material violation or material breach of, orconstitute a default ( with or without notice or lapse of time or both ) under, such Contract or give rise under such Contractto any right of, or result in, a termination, right of first refusal, material amendment, revocation, cancellation or materialacceleration, or a loss of a material benefit or the creation of any material Lien upon any of the properties or assets of theCompany or any of its Subsidiaries, or to any increased, accelerated or additional material rights or material entitlements ofany Person ; ( f ) which is a material Contract and which involves the grant of a pricing or terms that(i ) apply to the Company or any of its Subsidiaries or ( ii ) following the consummation of the Sale or any other transactionscontemplated by this Agreement would apply to Parent or any of its Subsidiaries ; ( g ) which relates to the settlement or other resolution of any material Action that has any continuing obligations, liabilities or restrictions and which was entered into in the last two years ; ( h ) which is a material partnership or joint venture agreement to which the Company or any of its Subsidiaries is aparty, or pursuant to which the Company or any of its Subsidiaries has any material ownership interest in any other Person(other than the Subsidiaries ) ; or ( i ) which relates to the disposition or acquisition by the Company or any of its Subsidiaries, with obligations to thirdparties remaining to be performed or liabilities continuing after the date of this Agreement, of any material business or anymaterial amount of assets, other than in the ordinary course of business