definiens: ): ( i ) all ( as such term is defined in Item 601(b)(10 ) of SEC Regulation S - K ) with respect to [COMPANY] or any of itsSubsidiaries ( whether or not filed by [COMPANY] with the SEC);(ii ) all Contracts of [COMPANY] or any of its Subsidiaries involving payments by or to [COMPANY] or any of its Subsidiaries of more than$2,500,000 on an annual basis;(iii ) all Contracts with third party manufacturers and suppliers for the manufacture and supply of products providing for minimumorder quantities, minimum purchase requirements or exclusive supply, manufacturing or purchase requirements with a total annualpayment or financial commitment exceeding $ 2,500,000;(iv ) all Contracts having a remaining term of three ( 3 ) years or more as of the date hereof wherein [COMPANY] or any of its Subsidiariesis obligated to manufacture or supply products to any third party with a total annual payment or financial commitment exceeding$2,500,000;(v ) all Contracts to which [COMPANY] or any of its Subsidiaries is a party, or by which [COMPANY] or any of its Subsidiaries is bound, thatcontain any covenant materially limiting or prohibiting the right of [COMPANY] or any of its Subsidiaries ( A ) to engage in any line of businessor conduct business in any geographic area, ( B ) to 12distribute or offer any products or services or ( C ) to compete with any other person in any line of business or in any geographic area orlevying a fine, charge or other payment for doing any of the foregoing, in each case other than ( x ) non - compete or non - solicitationContracts with non - executive employees of [COMPANY] or any of its Subsidiaries or ( y ) confidentiality agreements including non - solicitation, or no - hire provisions;(vi ) all Contracts of [COMPANY] or any of its Subsidiaries with any Affiliate of [COMPANY] ( other than any of its Subsidiaries ) ( A ) wherebyImpax or any of its Subsidiaries agrees to indemnify such Affiliate ; or ( B ) in which the amount involved exceeds $ 500,000 on an annualbasis, except for Contracts in respect of employment or consulting services entered into in the ordinary course of business;(vii ) all Contracts of [COMPANY] or any of its Subsidiaries granting or obtaining any license to Intellectual Property involving paymentsof more than $ 1,000,000 in any calendar year;(viii ) all Contracts of [COMPANY] or any of its Subsidiaries involving payments to a single vendor by or to [COMPANY] or any of itsSubsidiaries of more than $ 2,500,000 on an annual basis that require consent of or notice to a third party in the event of or with respectto the Transactions or the Ancillary Transactions, including in order to avoid a breach or termination of, or loss of benefit under, anysuch Contract;(ix ) all joint venture, partnership or other similar agreements involving co - investment with a third party to which [COMPANY] or any of itsSubsidiaries is a party;(x ) all Contracts with any Governmental Authority or any Healthcare Regulatory Authority under which [COMPANY] provides products orservices involving aggregate consideration in excess of $ 2,500,000;(xi ) settlement agreements with, or agreements entered into in connection with settlement agreements with, GovernmentalAuthorities or any Healthcare Regulatory Authorities that have existing or contingent material performance obligations;(xii ) all Contracts pursuant to which any Indebtedness of [COMPANY] or any of its Subsidiaries is outstanding or may be incurred(except for Contracts relating to Indebtedness ( A ) the aggregate principal amount of which does not exceed $ 5,000,000 or ( B ) solelyamong [COMPANY] and/or its Subsidiaries);(xiii ) all Contracts of [COMPANY] or any of its Subsidiaries which grant to any third party any exclusive rights, right of first refusal, rightof first offer or similar right or ownership interest, in each case, with respect to any material Intellectual Property, drug master files, dossiers, regulatory filings or approvals with any Healthcare Regulatory Authority or other material assets, rights or properties of Impaxor any of its Subsidiaries;(xiv ) all Contracts relating to the voting or registration of any securities or providing [COMPANY] or any of its Subsidiaries with any rightof first refusal with respect to, or right to repurchase or redeem, any assets or securities;(xv ) all Contracts of [COMPANY] or any of its Subsidiaries that relate to an acquisition, divestiture, merger or similar transaction thatcontain material representations, covenants, indemnities or other obligations ( including material payment, indemnification or othercontingent obligations ) or any obligations of [COMPANY] or any of its Subsidiaries, that are in effect ( other than any indemnificationprovisions which relate to representations and warranties in respect of organization, power and authority, due authorization, capitalization, non - contravention, Taxes, brokers fees or other similar representations and warranties which are contained in theapplicable acquisition agreement);(xvi ) all Contracts of [COMPANY] or any of its Subsidiaries relating to the settlement of any Litigation Proceeding that provide for anycontinuing material obligations on the part of [COMPANY] or any of its Subsidiaries;(xvii ) all Contracts obligating [COMPANY] or any of its Subsidiaries to purchase or otherwise obtain any material product or serviceexclusively from any person or sell any material product or service exclusively to any person ; 13(xviii ) all Contracts relating to a material research and development collaboration or any joint development, in each case, for anyproducts currently marketed by [COMPANY] or any of its Subsidiaries;(xix ) all Contracts of [COMPANY] or any of its Subsidiaries that prohibit, limit or restrict the payment of dividends or distributions inrespect of the capital stock of [COMPANY] or any of its Subsidiaries or otherwise prohibit, limit or restrict the pledging of capital stock ofImpax or any of its Subsidiaries or prohibit, limit or restrict the issuance of guarantees by [COMPANY] or any of its Subsidiaries;(xx ) all Contracts that are collective bargaining agreements and all Contracts with any trade union, works council or otheremployee representative or other labor organization ; and(xxi ) all Contracts that obligate [COMPANY] or any of its Subsidiaries to make any capital contribution or other investment ( includingpursuant to any joint venture ) in a person in excess of $ 1,000,000 on an annual basis