definiens: means ( i ) each Contract that is currently in effect to which the Company is a party that(A ) involved or involves payment by the Company of more than [ * ] in the current or any future calendar year ( other thanemployment agreements or arrangements or any Leases ) and pursuant to which the Company has continuing materialobligations, rights or interests ( other than a Contract under which the sole continuing obligation is to maintainconfidentiality ) and can not be cancelled by the Company without penalty or further payment without more than [ * ] notice, or ( B ) has material continuing obligations or interests involving the payment of royalties or other amountscalculated based upon the revenues or income of the Company ; ( ii ) each Contract pursuant to which the Company or anyother party thereto has material continuing obligations, rights or interests relating to the research, development, clinicaltrial, distribution, supply, manufacture, marketing or co - promotion of, or collaboration with respect to, any product orproduct candidate for which the Company is currently engaged in research or development excluding ( A ) studyagreements with clinical trial sites that provide for ownership of all improvements to any of the IP Rights of theCompany to the Company ; ( B ) non - disclosure agreements entered into in the ordinary course of business that do notconvey ownership of any IP Rights of any person or contain any non - competition or non - solicitation covenants;(C ) Contracts with contractors or vendors providing maintenance, repair or non - technical operating services to theCompany, and ( D ) inbound material transfer Contracts for laboratory reagents or other materials purchased in similarcommercial quantities pursuant to standard Contracts that are not generally negotiated in the industry ; ( iii ) each Contractevidencing indebtedness for borrowed money of the Company ; ( iv ) each Contract with any Governmental Entity;(v ) each Contract that ( A ) contains a non - competition covenant or ( B ) limits or purports to limit in any material respecteither the type of business in which the Company ( or, after giving effect to the Merger, Parent or its Subsidiaries ) mayengage or the locations in which any of them may so engage any business ; ( vi ) each Contract between or among theCompany and any director, officer or employee of the Company, other than ( A ) confidentiality agreements, at - will offerletters in the Company ’s standard form or consulting agreements entered into in the ordinary course of businessconsistent with past practice and pursuant to which the Company is not and will not become obligated to make anychange of control, severance, termination, retention, gross - up or similar payment, and ( B ) Contracts entered into inconnection with the issuance of Company Options or Company Warrants ; ( vii ) each material IP License, except for IPLicenses described by clauses ( A ) through ( D ) of Section 3.11(c)(ii ) above ; and ( viii ) each Contract containing any or provision that restricts the Company or any Affiliate thereof