definiens: ( as such term is defined in Item 601(b)(10 ) of Regulation S - K of theSEC);(ii ) any contract for the purchase of materials, supplies, goods, services, equipment or other assets providing foraggregate payments by the Company or any Subsidiary of the Company of $ 1,000,000 or more per annum;(iii ) top 20 contracts measured by aggregate payments made during the fiscal year ended December 31, 2015with a customer of the Company or any Subsidiary of the Company, including distributors ( excluding contracts underwhich there are no further obligations of the Company or any Subsidiary to deliver products and purchase orders);(iv ) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other contractsrelating to indebtedness or the borrowing of money or extension of credit ( including reimbursement obligations inrespect of letters of credit ) of $ 5,000,000 or more, other than loans to direct or indirect wholly - owned Subsidiaries ofthe Company, or any contract that provides for or relates to any material hedging, derivatives or similar contracts orarrangements;(v ) with respect to a joint venture partnership or other similar arrangement that is material to the business of theCompany and the Subsidiaries of the Company, taken as a whole, or any contract that relates to the formationcreation, governance or control of, or the economic rights or obligations of the Company or any of its Subsidiaries in, any such joint venture, partnership or other similar arrangement ; 31(vi ) any contract for capital expenditures or that relates to the acquisition or disposition of any business, assetsor properties ( whether by merger, sale of stock, sale of assets or otherwise ) for aggregate consideration under suchcontract in excess of $ 5,000,000 pursuant to which any earn - out, indemnification or deferred or contingent paymentobligations remain outstanding;(vii ) any contract containing covenants of the Company or any Subsidiary of the Company to indemnify or holdharmless another Person or group of Persons, unless such indemnification or hold harmless obligation to suchPerson, or group of Persons, as the case may be, would not reasonably be expected to be material to the Company;(viii ) any contract that is a license, royalty or similar contract with respect to Intellectual Property, including anysettlement agreement or similar contract with respect to Intellectual Property that contains any forbearances to sue ormaterially restricts the Company ’s or any of its Subsidiaries ’ right to use any Intellectual Property ( other thangenerally commercially available software programs and non - exclusive licenses granted by theCompany or 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 any Subsidiary of theCompany ) that would reasonably be expected to involve aggregate payments by or to the Company or any Subsidiaryof the Company of $ 500,000 or more per annum on or after January 1, 2016 or $ 1,000,000 or more in the aggregate forthe remaining term of the contract ; and(ix ) any contract containing any exclusivity or most favored nation right in favor of any other Person or anyprovision or covenant limiting in any material respect the ability of the Company or any of its Subsidiaries ( or, after theconsummation of the Merger, Parent, the Surviving Corporation or any of their respective Subsidiaries ) to ( i ) sell anyproducts or services of or to any other Person or in any geographic region, ( ii ) engage in any line of business or(iii ) compete with or to obtain products or services from any Person or limiting the ability of any Person to provideproducts or services to the Company or any of its Subsidiaries ( or, after the consummation of the Merger, Parent, theSurviving Corporation or any of their respective Subsidiaries )