definiens: ( as such term is defined in Item 601(b)(10 ) of Regulation S - K of theSEC ) ; ( ii ) any partnership, joint venture, strategic alliance, collaboration, co - promotion, research anddevelopment project or other similar Contract ( but excluding, for the avoidance of doubt, any distribution, agency or clinical agreements entered into in the ordinary course of business ) ; ( iii ) any Contract ( but excluding any distribution or agency agreements containing the Company’sstandard terms and conditions and entered into in the ordinary course of business ) that limits in any materialrespect the freedom of the Company or any of its Affiliates to compete in any line of business, therapeuticarea or geographic region, or with any Person, or otherwise materially restricts the research, development, manufacture, marketing, distribution or sale of any product or service by the Company or any of its Affiliates ; ( iv ) any Contract ( but excluding any distribution or agency agreements containing the Company’sstandard terms and conditions and entered into in the ordinary course of business ) that contains exclusivity or provisions, or any Contract that grants any right of first refusal or right of first offer toany Person relating to any Product or Product candidate ; ( v ) any Contract ( but excluding any distribution or agency agreements containing the Company’sstandard terms and conditions and entered into in the ordinary course of business ) that requires the Companyor any of its Subsidiaries to ( A ) purchase or sell a minimum quantity of goods relating to any product orproduct candidate and that involves expenditures or receipts in excess of $ 1,000,000 in any calendar yearremaining in its term, or ( B ) purchase or sell goods relating to any product or product candidate exclusively, ineach case from or to any Person ; ( vi ) any employment Contract applicable to any Key Employee which the Company has or couldbe reasonably expected to have any material Liability ; ( vii ) any Contract relating to indebtedness for borrowed money or any financial guarantee ( whetherincurred, assumed, guaranteed or 40 secured by any asset ), other than Contracts solely among the Company and its wholly owned Subsidiaries ; ( viii ) any Contract relating to any loan or other extension of credit made by the Company or any ofits Subsidiaries, other than ( A ) Contracts solely among the Company and its wholly owned Subsidiaries and(B ) accounts receivable in the ordinary course of business of the Company and its Subsidiaries consistentwith past practice ; ( ix ) any Contract relating to any swap, forward, futures, warrant, option or other derivativetransaction ; ( x ) any Contract ( but excluding any distribution or agency agreements containing the Company’sstandard terms and conditions and entered into in the ordinary course of business ) that ( A ) involves futureexpenditures or receipts by the Company or any of its Subsidiaries of more than $ 1,000,000 in any calendaryear remaining in its term and ( B ) can not be terminated by the Company or the applicable Subsidiary(ies ) onless than 90 days ’ notice without material payment or penalty ; ( xi ) any Contract pursuant to which the Company or any of its Subsidiaries has continuingobligations or interests involving ( A ) or other contingent payments, including upon theachievement of regulatory or commercial milestones, which or other contingent payments couldexceed $ 1,000,000 in the aggregate, or ( B ) payment of royalties or other amounts calculated based upon anyrevenues or income of the Company or any of its Subsidiaries which royalties or other amounts arereasonably expected to exceed $ 1,000,000 in any calendar year remaining in its term, in each case thatcannot be terminated by the Company or its Subsidiaries without penalty without more than 90 days ’ noticewithout material payment or penalty ; ( xii ) any Contract relating to the acquisition or disposition of any business for aggregatemaximum consideration ( including ) in excess of $ 1,000,000 ( whether by merger, sale of stock, sale of assets or otherwise ) pursuant to which the Company or any of its Subsidiaries has material continuingobligations, including and indemnities ; ( xiii ) any Contract not described in any other subsection of this Section 4.19 that relates to theresearch, development, distribution, marketing, supply, license, collaboration, co - promotion or manufacturingof any material product, which, if terminated or not renewed, would reasonably be expected to have aCompany Material Adverse Effect ; 41 ( xiv ) any Contract with any sole - source supplier of material tangible products or services relatingto any material product of the Company or its Subsidiaries ; ( xv ) any Contract between the Company or any of its Subsidiaries, on the one hand, and anyofficer, director or Affiliate ( other than a wholly owned Subsidiary ) of the Company or any of its Subsidiaries orany of their respective or members ( as such terms are defined in Rule 12b-2and Rule 16a-1 of the Exchange Act ), on the other hand, including any Contract pursuant to which theCompany or any of its Subsidiaries has an obligation to indemnify such officer, director, Affiliate, associate orimmediate family member, except for any Contract involving employment, change in control, indemnification, stock option or similar Contracts entered into in the ordinary course of business ; ( xvi ) any agreement with a Governmental Authority that provides for payments of $ 1,000,000 inany calendar year remaining in its term ; ( xvii ) any agreement with any surgeon, physician or other health care professional that thatprovides for $ 250,000 in any calendar year remaining in its term ; or ( xviii ) any stockholders, investors rights, registration rights or similar agreement or arrangement