definiens: ( as such term is defined in Item 601(b)(10 ) of Regulation S - K of the SEC ), a ): ( i ) each Contract ( 1 ) relating to the employment of, or the performance of services by, any directoror employee or any consultant, reasonably expected to receive payments in excess of $ 150,000 per annum, ( 2 ) theterms of which obligate or may in the future obligate the Company to make any severance, termination or similarpayment to any current or former employee or ( 3 ) pursuant to which the Company may be obligated to make anybonus or similar payment to any current or former employee or director ; ( ii ) each Contract ( 1 ) materially limiting the freedom or right of the Company ( or, after theAcceptance Time, Parent or any of its Affiliates ) to engage in any line of business or compete with any otherPerson in any geographic area, ( 2 ) containing any terms and conditions ( including withrespect to pricing ) or exclusivity obligations, ( 3 ) granting any right of first refusal, right of first offer, right ofnegotiation or similar right with respect to any material assets or business of the Company, or ( 4 ) containing anyother term, condition or clause that individually or in the aggregate, limits or purports to limit in material respect theability of the Company to own, operate, manufacture, sell, distribute, pledge or otherwise dispose of any materialassets or business of the Company ( or, after the Acceptance Time, Parent or its Affiliates ) ; ( iii ) each Contract that provides for indemnification ( or reimbursement or advancement of legal feesor expenses ) of any current or former officer, director or employee of the Company ; ( iv ) each Lease under which the Company leases, subleases or licenses any real property ( whetheras lessor or lessee ) ; 41 ( v ) any other Contract, other than disclosed pursuant to any other clause of this Section5.18, requiring the payment by or to the Company of more than an aggregate of $ 250,000 ; ( vi ) each Contract for ( 1 ) the disposition of any material assets or business of the Company, ( 2 ) theacquisition, directly or indirectly, of a material portion of the assets or business of any other Person ( whether bymerger, sale of stock or assets or otherwise ) or ( 3 ) related to any disposition or acquisition of material assets orbusiness of the Company that contains continuing representations, covenants, indemnities or other obligations(including or other contingent payment obligations ) ; ( vii ) each Contract for any joint venture, partnership, strategic alliance, collaboration, materialresearch or development project or similar arrangement ; ( viii ) each Contract relating to Company Product ARQ-531 and each material Contract relating toCompany Products ARQ-092 ( miransertib ), ARQ-751 or ARQ-087 ( derazantinib ), in each case, ( 1 ) that relates tothe research, testing, clinical trial, development, commercialization, manufacture, marketing, importation, exportation, sale, distribution, supply or license of such Company Product or ( 2 ) under which clinical, pre - clinical ornon - clinical data relating to such Company Product is or may be generated ; ( ix ) each Contract ( other than trade debt incurred in the ordinary course of business consistent withpast practice ) related to indebtedness for borrowed money or any guarantees thereof or the granting of Liens overthe property or assets of the Company ; ( x ) each Contract under which the Company has, directly or indirectly, made any loan, extension ofcredit or capital contribution to, or other investment in, any Person ( other than the Company and other thaninvestments in marketable securities in the ordinary course of business consistent with past practice ) ; ( xi ) each Contract containing a standstill of the Company to a Third Party or of a Third Party to theCompany that does not terminate in accordance with its terms in connection with the execution of this Agreement ; ( xii ) each Contract with any Governmental Authority ; and ( xiii ) each stockholders ’, investor rights, registration rights, tax receivables or similar or relatedContract or any Contract relating to the exercise of any voting rights with respect to any Company Securities