definiens: ( as such term is defined in Item 601(b)(10 ) of Regulation S -K of the SEC ) ; ( ii)contains any non -compete or exclusivity provisions with respect to the Business or the Transferred Group, or upon consu mmation of the Transactions, Buyers or their Subsidiaries, in each case, which materially restricts the conduct of the Business or use of the Acquired Assets or Transferred Group Assets in the aggregate ; ( iii)relates to a partnership, joint venture or sim ilar arrangement, unless, in each case, immaterial to the Business ; ( iv)is a Contract ( other than a Contract with respect to API ) for sale of goods or services that involved the payment of more than $ 50,000,000 in 2014 or which Seller Parent reasonably an ticipates will involve the payment of more than $ 50,000,000 in 2015 under each such Contract ; ( v)is a Contract ( other than a Contract with respect to API ) for ( A ) the purchase of services, materials, supplies or equipment or ( B ) any royalty, profit sharing or contingent payment right, which, in each case, involved the payment of more than $ 50,000,000 in 2014 or Seller Parent reasonably anticipates will involve the payment of more than $ 50,000,000 in 2015 and has a remaining term in excess of twelve ( 12 ) mon ths, excluding, in each case such Contracts that are terminable on less than 90 days ’ notice by Seller Parent or its Affiliates without penalty or other material impact ; ( vi)relates to any lease of real property which has an unexpired term of greater than 12 months and requires future annual payments in excess of $ 1,000,000 or is a lease of any machinery, equipment, vehicle or other tangible personal property ( other than in respect of office equipment or equipment used in the research and development of pr oducts ) which, in each case, require future annual payments in excess of $ 5,000,000 ; ( vii)is a Contract for capital expenditures or the acquisition or construction of fixed assets which requires aggregate future payments in excess of $ 100,000,000 ; or ( viii)is for any Indebtedness that may be directly or indirectly transferred to Buyer in connection with the Transactions