definiens: ( as such term is defined in Item 601(b)(10 ) of Regulation S - K promulgatedunder the Securities Act of 1933, as amended ( the ) ) ; 21(ii ) that is a Company Material License ( as defined herein at Section 4.10(b));(iii ) that contains covenants that restrict the ability of the Company or its Subsidiaries ( or that, following theconsummation of the Offer or the Merger, would restrict the ability of the Parent or any of its Affiliates ): ( A ) to engage in anyline of business or to make use of any material Company Intellectual Property ; ( B ) to compete with, or solicit any customer of, any other Person, or in any business or geographic area ; ( C ) to acquire any product or other asset or any services from anyother Person ; ( D ) to solicit, hire or retain any Person as an employee, consultant or independent contractor ; ( E ) to develop, manufacture, sell, supply, distribute, offer, support or service any product or any product, technology or other asset to or forany other Person ; or ( F ) to perform services for any other Person;(iv ) ( A ) relating to the employment of, or the performance of services by or to, or the sale of any product or otherasset by or to, any Employee ; ( B ) pursuant to which any of the Company or any of its Subsidiaries is or may becomeobligated to make any severance, termination, tax gross - up, or similar payment to any Employee ; ( C ) pursuant to which theCompany or any of its Subsidiaries is or may become obligated to make any bonus, deferred compensation or similar payment(other than payments constituting base salary and ordinary course sales commission ) in excess of $ 25,000 to any Employee;or ( D ) that provides for indemnification, or for reimbursement of any legal fees or expenses, of any Employee;(v ) relating to the supply of raw material or active ingredients required for the manufacture of Company MarketedProducts;(vi ) that would require the approval, consent, ratification, permission, waiver or authorization ( including by or fromany Governmental Entity ) ( each a ) of any Person in order to consummate any of the transactions contemplated bythis Agreement or that would result in the imposition on the Company, its Subsidiaries, Parent or its Subsidiaries of anymaterial cost, loss or burden if any such Consent were not obtained;(vii ) under which the Company or any of its Subsidiaries grants or has granted or obtains or has obtained a right offirst refusal or right of first negotiation for an opportunity to discuss, negotiate or enter into an agreement that wouldconstitute a Material Contract once effective;(viii ) other than Contracts evidencing Company Stock Options : ( A ) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities ; ( B ) providing any Person with any preemptive right, right of participation, rightof maintenance or similar right with respect to any securities ; or ( C ) providing the Company or any of its Subsidiaries withany right of first refusal with respect to, or right to repurchase, redeem, put or call, any securities ; 22(ix ) outside of ordinary course purchase orders consistent with past practice, that contemplate payments or thedelivery of other consideration during any 12 - month period aggregating or having an aggregate value of more than$400,000;(x ) that relates to the formation, creation, operation, management or control of any partnership or collaboration orany joint venture, joint marketing, distribution or similar arrangement that is material to the business of the Company or anyof its Subsidiaries or that has an aggregate value of more than $ 400,000, or pursuant to which the Company or any of itsSubsidiaries has an obligation ( contingent or otherwise ) to make a material investment in or material extension of credit toany Person;(xi ) that involves or relates to ( A ) indebtedness for borrowed money or the deferred purchase price of goods orservices and having an outstanding principal amount in excess of $ 400,000 or ( B ) any exchange traded, over - the - counter orother swap, cap, floor, collar, futures contract, forward contract, option or any other derivative financial instrument orcontract;(xii ) outside of ordinary course purchase orders consistent with past practices, that involve the Company or any ofits Subsidiaries ( A ) engaging third parties with respect to the research, development or manufacture of Company Products, provided that such Contracts shall not include Contracts with individual consultants, or ( B ) being engaged by third partieswith respect to any of the foregoing ; or(xiii ) any other Contract, if a breach of such Contract or the termination of such Contract would reasonably beexpected to have, individually or in the aggregate, a Material Adverse Effect