definiens: shallmean : ( i ) any Contract which is in effect and which has been filed ( or is required to be filed ) by the Parent as an exhibitpursuant to Item 601(b)(10 ) of Regulation S - K under the Exchange Act, or that Parent is required to disclose underItem 404 of Regulation S - K under the Exchange Act ; ( ii ) any Contract : ( A ) constituting a Parent Employee Agreement ; ( B ) pursuant to which any of the AbelineCorporations is or may become obligated to make any severance, termination or similar payment to any ParentAssociate or any spouse, heir or Representative of any Parent Associate except for severance, termination or similarpayments required by applicable Legal Requirements that does not exceed $ 50,000 per employee ; ( C ) pursuant towhich any of the Abeline Corporations is or may become obligated to make any bonus or similar payment ( other thanpayments constituting base salary, incentive bonuses or commissions paid in the ordinary course of business ) in excessof $ 50,000 to any Parent Associate ; or ( D ) pursuant to which any of the Abeline Corporations is or may becomeobligated to grant or accelerate the vesting of, or otherwise modify, any stock option, restricted stock, stockappreciation right or other equity interest in any of the Abeline Corporations ; ( iii ) any Contract identified or required to be identified in Part 3.9 of the Parent Disclosure Schedule ; ( iv ) any Contract with any distributor and any contract with any other reseller or sales representative, in each casethat provides exclusivity rights to any third party ; ( v ) any Contract that is with a supplier of products, product candidates, raw materials or any intermediate form ofany drug product, or any services, which supplier is the only source or only supplier of such product, productcandidate, raw material, intermediate form of drug product or service in the market place ; ( vi ) any Contract that provides for : ( A ) reimbursement of any current director or officer of an Abeline Corporationfor, or advancement to any current director or officer of an Abeline Corporation of, legal fees or other expensesassociated with any Legal Proceeding or the defense thereof ; or ( B ) indemnification of any current director or officerof an Abeline Corporation ; ( vii ) any Contract imposing any restriction on the right or ability of any Abeline Corporation : ( A ) to compete withany other Person ; ( B ) to acquire any product or other asset or any services from any other Person ; ( C ) to develop, sell, supply, distribute, offer, support or service any product36or any technology or other asset to or for any other Person ; ( D ) to perform services for any other Person ; or ( E ) totransact business with any other Person, in each case which restriction would or would reasonably be expected tomaterially and adversely affect : ( x ) the conduct of the business of the Abeline Corporations as currently conducted oras currently is proposed to be conducted ; or ( y ) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, performance, display, creation of derivative works with respectto and/or use of any Parent Product ; ( viii ) any Contract incorporating or relating to any material guaranty, warranty, sharing of liabilities or indemnity(including any indemnity with respect to Intellectual Property or Intellectual Property Rights ) or similar obligation, other than Contracts entered into in the ordinary course of business ; ( ix ) any Contract relating to any currency hedging ; ( x ) any Contract requiring that any of the Abeline Corporations give any notice or provide any information toany Person prior to responding to or prior to accepting any Acquisition Proposal or similar proposal, or prior toentering into any discussions, agreement, arrangement or understanding relating to any Acquisition Transaction ; ( xi ) any Contract relating to the lease or sublease of Abeline Leased Real Property or of any real property ownedby any Abeline Corporation ; ( xii ) any Contract that : ( A ) involves the payment or delivery of cash or other consideration in an amount orhaving a value in excess of $ 1,000,000 in the fiscal year ending December 31, 2011 or the following fiscal years;(B ) requires by its terms the payment or delivery of cash or other consideration in an amount or having a value inexcess of $ 1,000,000 in the fiscal year ending December 31, 2011 or the following fiscal years ; ( C ) involves theperformance of services having a value in excess of $ 1,000,000 in the fiscal year ending December 31, 2011;(D ) requires by its terms the performance of services having a value in excess of $ 1,000,000 in the fiscal year endingDecember 31, 2011 or the following fiscal years ; ( E ) in which the Parent or any Abeline Corporation has granteddevelopment rights, pricing provisions or marketing or distribution rights relating to any ParentProduct ; ( F ) in which the Parent or any Abeline Corporation has agreed to purchase a minimum quantity of goodsrelating to any Parent Product or has agreed to purchase goods relating to any Parent Product exclusively from a certainparty ; ( G ) is ( i ) material to the Abeline Corporations and ( ii ) relates to the supply or manufacture of any Parent Product(including any raw materials or any intermediate form of any drug product ) or that is with any clinical researchorganization or relates to any ongoing clinical trial ; or ( H ) relates to the lease by an Abeline Corporation of materialtangible personal property ; ( xiii ) any Contract, the termination of which would reasonably be expected to have a Parent Material AdverseEffect