definiens: ( as such term is defined in Item 601(b)(10 ) of Regulation S - K of the SEC ) with respect to theCompany or any of its Subsidiaries that was required to be, but has not been, filed with the SEC with the Company ’s Annual Report on Form 10 - K for theyear ended December 31, 2020, or any Company SEC Documents filed after the date of filing of such Form 10 - K until the date of this Agreement ; ( ii ) Contract ( A ) relating to the disposition, license, transfer or acquisition by the Company or any of its Subsidiaries of anymaterial tangible assets or business ( 1 ) after the date of this Agreement, other than the sale of inventory in the ordinary course of business, or ( 2 ) prior tothe date of this Agreement, that contains any material ongoing obligations ( including sale of inventory, indemnification, or other contingentobligations ) or ( B ) pursuant to which the Company or any of its Subsidiaries will acquire any ownership interest in, or a material portion of the tangibleassets or business of, any other person or other business enterprise other than the Company ’s Subsidiaries ; ( iii ) Contract establishing any joint venture, partnership, material collaboration, material strategic alliance or materialresearch and development project, excluding, in each case, any material transfer agreements entered into in the ordinary course of business ; -21- ( iv ) Contract ( A ) prohibiting or materially limiting the right of the Company or any of its Subsidiaries ( or, after the Closing, Parent or any of its Affiliates ) to engage or compete in any line of business or to conduct business with any Person or in any geographical area,(B ) obligating the Company or any of its Subsidiaries ( or, after the Closing, Parent or any of its Affiliates ) to purchase or otherwise obtain any materialproduct or service exclusively from a single party, to purchase a specified minimum amount of goods or services, or sell or provide any material productor service exclusively to a single party, ( C ) requiring the Company or any of its Subsidiaries ( or, after the Closing, Parent or any of its Affiliates ) toconduct any business on a basis with any third party or ( D ) under which any Person has been granted the right to manufacture, sell, market or distribute any product of the Company or any of its Subsidiaries on an exclusive basis to any Person or group of Persons or in anygeographical area ; ( v ) Contracts in respect of Indebtedness for borrowed money, other than loans to direct or indirect wholly ownedsubsidiaries, or the granting of Liens over the property of assets of the Company or any of its Subsidiaries ( other than Permitted Liens ) ; ( vi ) Contract ( other than a Company Plan ) between the Company, on the one hand, and any Affiliate of the Company(other than a Subsidiary of the Company ), on the other hand ; ( vii ) Contracts ( other than a Company Plan listed in Section 4.17(a ) of the Company Disclosure Letter ) ( A ) the terms ofwhich obligate or may in the future obligate the Company or any Subsidiary of the Company to make any severance, termination or similar payment toany current or former employee, ( B ) pursuant to which the Company or any Subsidiary of the Company may be obligated to make any change - in - control, retention or similar payment to any current or former employee or director, or ( C ) that provides for indemnification ( or reimbursement or advancement oflegal fees or expenses ) of any current or former officer, director or employee of the Company or any of its Subsidiaries ; ( viii ) collective bargaining agreement or other Contract with any labor union, works council or similar employeerepresentative entity; ( ix ) Contract relating to the voting or registration of any securities or any stockholders ’, investor rights, tax receivables orsimilar or related Contracts with respect to any securities of the Company or any of its Subsidiaries ; ( x ) Contract ( other than a Company Plan ) containing a right of first refusal, right of first negotiation, right of first offer, option or other similar rights with respect to any assets that have a fair market value or purchase price of more than $ 500,000, in favor of a party otherthan the Company or its Subsidiaries ; ( xi ) Contract ( other than a Company Plan ) under which the Company or any of its Subsidiaries is expected to makeannual expenditures or receive annual revenues in excess of $ 2,000,000 during the current or a subsequent fiscal year ; -22- ( xii ) Contracts of the Company or any of its Subsidiaries relating to the settlement of any litigation proceeding that providefor any continuing material obligations on the part of the Company or any of its Subsidiaries ; ( xiii ) Contracts of the Company or any of its Subsidiaries that prohibit, limit, restrict or require the payment of dividends ordistributions in respect of the capital stock of the Company or any of its Subsidiaries or otherwise prohibit, limit, restrict or require the pledging of capitalstock of the Company or any of its Subsidiaries or prohibit, limit, restrict or require the issuance of guarantees by the Company or any of its Subsidiariesother than the Company Equity Plans or any Contracts evidencing awards granted under the Company Equity Plans ; ( xiv ) Contracts with third party manufacturers and suppliers for the manufacture or supply of materials or products in thesupply chain for Key Products that involve payments in excess of $ 500,000 during the current or a subsequent fiscal year ; ( xv ) Contracts under which the Company or any or its Subsidiaries has, directly or indirectly, made any loan, extension ofcredit or capital contribution to, or other investment in, any Person ( other than the Company or any of its Subsidiaries and other than investments inmarketable securities and advances of business expenses in the ordinary course of business ) ; ( xvi ) Contracts that ( A ) provide for the research, development, commercialization or manufacture of any Key Product and(B ) ( 1 ) are material the Company 's business with respect to such Key Product or ( 2 ) involve payments in excess of $ 2,000,000 during the current or asubsequent fiscal year ; ( xvii ) Government Contracts ; or ( xviii ) Contract to enter into any of the foregoing