definiens: means each material contract, agreement, arrangement or understanding to whichthe Company or any of its Subsidiaries is a party, including each contract that is currently in effect, in which the Company orany Company Subsidiary is a party or by which any of their respective properties or assets are bound ( 1 ) that is material to thebusiness of the Company and Company Subsidiaries taken as a whole and was not entered into in the Ordinary Course ofBusiness ; ( 2 ) that involves the payment of royalties or other amounts of more than $ 2.0 million in the prior twelve(12 ) months ; ( 3 ) that involves the receipt of royalties or other amounts of more than $ 2.0 million in the prior twelve(12 ) months ; ( 4 ) that would prevent or materially impair the Company 's ability to consummate the Offer, the Merger or theother26Transactions ; ( 5 ) that is material and relates to In - licensed Intellectual Property ; ( 6 ) that provides for indemnification by theCompany or any Company Subsidiaries to any Person, other than entered into in the Ordinary Course of Business ; ( 7 ) that wasnot negotiated and entered into on an arm 's length basis ; ( 8) that is between the Company or any Company Subsidiaries andany director or officer of the Company or any Person beneficially owning five ( 5 ) percent or more of the outstanding Shares;(9 ) that contains a put, call or similar right pursuant to which the Company or any Company Subsidiaries ( or, after theEffective Time, Parent or its affiliates ) could be required to purchase or sell, as applicable, any equity interests of any Personthat have a fair market value or purchase price of more than $ 2.0 million ; ( 10 ) that is a loan or credit agreement, mortgage, promissory note, indenture or other contract evidencing indebtedness for borrowed money in an amount in excess of$2.0 million by the Company or any Company Subsidiaries ; or ( 11 ) that contains any material non - compete obligations ormaterial exclusivity obligations relating to any product of the Company or any Company Subsidiary ( except, for theavoidance of doubt, any limitations on the scope of license grants pursuant to the applicable agreements related to In - licensedIntellectual Property ) binding on the Company or any Company Subsidiaries ( or, after the consummation of the Merger, Parent, the Surviving Corporation or any of their respective subsidiaries )