definiens: or members ( as such terms are defined in Rule 12b-2and Rule 16a-1 of the Exchange Act ), on the other hand, including any Contract pursuant to which the Companyor any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member, butnot including any Company Benefit Plans ; 26(vii ) any Contract ( excluding ( A ) licenses for commercial off the shelf computer software that are generallyavailable on nondiscriminatory pricing terms and ( B ) service Contracts related to pre - clinical or clinicaldevelopment of any medicine to the extent the licenses contained therein are incidental to such Contracts, immaterial, non - exclusive and granted in the ordinary course of business ) under which the Company or anyCompany Subsidiary is granted any license, option or other right or immunity ( including a covenant not to be suedor right to enforce or prosecute any patents ) with respect to any Intellectual Property of a third party, whichContract is material to the Company and the Company Subsidiaries, taken as a whole;(viii ) any Contract ( excluding licenses contained in service Contracts related to pre - clinical or clinicaldevelopment of any medicine to the extent the licenses contained therein are incidental to such Contract, immaterial, non - exclusive and granted in the ordinary course of business ) under which the Company or anyCompany Subsidiary has granted to a third party any license, option or other right or immunity ( including acovenant not to be sued or right to enforce or prosecute any patents ) with respect to any Intellectual Property, which Contract is material to the Company and the Company Subsidiaries, taken as a whole;(ix ) any stockholders, investors rights, registration rights or similar agreement or arrangement;(x ) any Contract ( A ) pursuant to which a third party supplies the Company or the Company Subsidiaries withactive ingredients for any Key Product, and which Contract is material to the Company and the ParentSubsidiaries, taken as a whole or ( B ) requiring the Company or any Company Subsidiary to purchase a minimumquantity of goods relating to any product or product candidate that is reasonably expected to involve futureexpenditures by the Company or any of the Company Subsidiaries of more than $ 50,000,000 in the one - yearperiod following the date hereof;(xi ) any Contract pursuant to which the Company or any Company Subsidiary has continuing obligations orinterests involving ( A ) or other similar contingent payments, including upon the achievement ofregulatory or commercial milestones, or ( B ) payment of royalties or other amounts calculated based upon anyrevenues or income of the Company or any Company Subsidiary, in each case ( x ) which payments after the datehereof would reasonably be expected to be more than $ 50,000,000 in the twelve ( 12 ) month period following thedate hereof and ( y ) that can not be terminated by the Company or such Company Subsidiary without penaltywithout more than sixty ( 60 ) days ’ notice without material payment or penalty;(xii ) any Contract that relates to any swap, forward, futures, or other similar derivative transaction with anotional value in excess of $ 10,000,000 ; 27(xiii ) any material collective bargaining agreement or other material Contract with any labor union;(xiv ) any Contract involving the settlement of any claim, action or proceeding or threatened claim, action orproceeding ( or series of related, claims actions or proceedings ) ( A ) which ( x ) will involve payments after the datehereof, or involved payments, in excess of $ 30,000,000 or ( y ) will impose, or imposed, monitoring or reportingobligations to any other Person outside the ordinary course of business or material restrictions on the Companyor any Company Subsidiary or ( B ) with respect to which material conditions precedent to the settlement have notbeen satisfied;(xv ) any Contract with any Governmental Entity, excluding settlement agreements described in the CompanySEC Documents and publicly available prior to the date hereof as an exhibit to the Company SEC Documents inunredacted form, sales or supply agreements entered into in the ordinary course of business that are not materialand tolling agreements entered into in connection with investigations by Governmental Entities ; and(xvi ) any Contract not otherwise described in any other subsection of this Section 3.20(a ) that wouldconstitute a ( as such term is defined in Item 601(b)(10 ) of Regulation S - K of the SEC ) withrespect to the Company