definiens: means ( i ) any agreement or contract pursuant to which the Companyand its Subsidiaries is reasonably likely to spend, in the aggregate, more than $ 250,000 with respect to any such agreement orcontract during the current fiscal year or during the next fiscal year, ( ii ) any non - competition or other agreement that prohibitsor otherwise restricts, in any material respect, the Company or any of its Subsidiaries from freely engaging in any businessmaterial to the Company and its Subsidiaries, taken as a whole, anywhere in the world, ( iii ) any agreement or contract to whichthe Company or any of its Subsidiaries is a party involving research, development or the license of any Company IntellectualProperty, ( iv ) any agreement or contract to which the Company or any of its Subsidiaries is a party granting a right of firstrefusal, or right- 30 - of first offer or comparable right with respect to any material Company Intellectual Property, ( v ) any agreement or contract towhich the Company or any of its Subsidiaries is a party relating to a material joint venture, partnership or other materialarrangement involving a sharing of profits, losses, costs or liabilities with another person, ( vi ) any agreement or contract towhich the Company or any of its Subsidiaries is a party providing for the payment or receipt by the Company or anySubsidiary of the Company of milestone payments or royalties that in the most recently completed fiscal year exceeded, or inthe current fiscal year is reasonably likely to exceed, $ 250,000 ( other than any such agreement or contract that may beterminated by the Company or the applicable Subsidiary of the Company on 90 days or less notice without significantpenalty ), ( vii ) any distributor contract to which the Company or any of its Subsidiaries is a party with a term whose expirationis longer than twelve ( 12 ) months from the Closing Date ( other than any such agreement or contract that may be terminated bythe Company or the applicable Subsidiary of the Company on 90 days or less notice without significant penalty ) and(viii ) any ( as such term is defined in Item 601(b)(10 ) of Regulation S - K of the SEC ) with respect to theCompany and its Subsidiaries