definiens: as defined in Rule 1 - 02(w ) of Regulation S - X;(ix ) subject to clause ( x ), make any capital expenditures that are in the aggregate in excess of$1,000,000;(x ) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in ora portion of the material assets of any business or any corporation, partnership, association or other businessorganization or division thereof, or otherwise acquire or agree to acquire any material assets of any other Person, except for the purchase of materials from suppliers or vendors in the ordinary course of business;(xi ) ( A ) incur any Indebtedness, renew or extend any existing credit or loan arrangements, enter intoany or other agreement to maintain any financial 56condition of another Person or enter into any agreement or arrangement having the economic effect of any of theforegoing, except for short - term Indebtedness incurred in the ordinary course of business ; ( B ) make any loans oradvances to any other Person, ( C ) make any capital contributions to, or investments in, any other Person or(D ) repurchase, prepay or refinance any Indebtedness in an amount greater than $ 1,000,000 in the aggregate;(xii ) sell, transfer, license, assign, mortgage, encumber or otherwise abandon, withdraw or dispose of(x ) any assets with a fair market value in excess of $ 100,000 in the aggregate or ( y ) any Owned IntellectualProperty, Exclusive Intellectual Property or pending Intellectual Property or any Exclusive Intellectual Property, except, in the case of clause ( x ), in the ordinary course of business;(xiii ) commence, pay, discharge, settle, compromise or satisfy any Action that is unrelated to theContemplated Transactions, other than compromises, settlements or agreements in the ordinary course ofbusiness consistent with past practice that involve only the payment of monetary damages not in excess of$100,000 in the aggregate, in any case without the imposition of equitable relief on, or the admission ofwrongdoing by, Keryx;(xiv ) change its fiscal year, revalue any of its material assets or change any of its financial, actuarial, reserving or Tax accounting methods or practices in any respect, except as required by GAAP;(xv ) ( A ) make, change or revoke any material Tax election with respect to Keryx or any of itsSubsidiaries, ( B ) file any material amended Tax Return or claim for refund of material Taxes with respect toKeryx or any of its Subsidiaries, ( C ) enter into any as described in Section 7121 of the Code(or any corresponding or similar provision of state, local or non - U.S