definiens: means any Contract to which theCompany or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of theirrespective properties or assets is bound that:(i ) is or would be required to be filed by the Company as a pursuant to Item 601(b)(10 ) of Regulation S - K under the Securities Act;(ii ) with respect to a joint venture, partnership or other similar arrangement that is material to thebusiness of the Company and its Subsidiaries, taken as a whole, or relates to the formation, creation, governance, economics or control of any such joint venture, partnership or other similar arrangement;(iii ) provides for indebtedness for borrowed money of the Company or any of its Subsidiaries havingan outstanding or committed amount in excess of $ 25 million, other than ( A ) Indebtedness solely between oramong any of the Company and any of its wholly owned Subsidiaries or ( B ) letters of credit;(iv ) relates to the acquisition or disposition of any business, assets, or properties ( whether bymerger, sale of stock, sale of assets or otherwise ) for aggregate consideration under such Contract in excessof $ 50 million ( A ) that was entered into after January 1, 2014, or ( B ) pursuant to which any material earn - out, indemnification or deferred or contingent payment obligations remain outstanding that would reasonably beexpected to involve payments by or to the Company or any of its Subsidiaries of more than $ 15 million afterthe date hereof ( in each case, excluding for the avoidance of doubt, acquisitions or dispositions of supplies, inventory, merchandise or products in the ordinary course of business or of supplies, inventory, merchandise, products, properties or other assets that are obsolete, worn out, surplus or no longer used or useful in theconduct of business of the Company or its Subsidiaries ) ; 22 ( v ) is a Contract for the purchase of materials, supplies, goods, services, equipment or other assetswhich provided for aggregate payments by the Company or any Subsidiary of the Company of more than $ 20million during the fiscal year ended December 31, 2015;(vi ) is a Contract with a customer of the Company or any Subsidiary of the Company, includingdistributors, which provided for aggregate payments to the Company or any Subsidiary of the Company ofmore than $ 20 million during the fiscal year ended December 31, 2015;(vii ) is ( or contains provisions described in this clause ( vii ) that are or would reasonably be expectedto be ) material to the Company and its Subsidiaries, taken as a whole, and contains provisions that prohibitthe Company or any of its Affiliates from competing in or conducting any line of business or grants a right ofexclusivity or right to any Person that prevents the Company or any of its Affiliatesfrom entering any territory, market or field or freely engaging in business anywhere in the world, other than ( A)Contracts that can be terminated ( including such restrictive provisions ) by the Company or any of itsSubsidiaries on less than 90 days ’ notice without payment by the Company or any of its Subsidiaries of anymaterial penalty, ( B ) distribution or customer Contracts entered into in the ordinary course of businessgranting exclusive rights to sell or distribute certain of the Company ’s products, ( C ) license agreements forIntellectual Property limiting the Company ’s and its Subsidiaries ’ use of such Intellectual Property to specifiedfields of use and ( D ) Contracts with customers entered into in the ordinary course of business granting a right to such customer in respect of certain of the Company ’s products or services ; or(viii ) is a license, royalty or similar Contract with respect to Intellectual Property ( other than generallycommercially available, software programs or non - exclusive licenses granted by the Companyor any Subsidiary of the Company in the ordinary course of business which do not contain any materialrestriction or condition on the use or exploitation of any Intellectual Property by the Company or anySubsidiary of the Company ) which would reasonably be expected to involve payments by or to the Companyor any of its Subsidiaries of more than $ 15 million per any twelve - month period