definiens: shall mean each Contract to which Seller or any of its Subsidiaries is a party, in each case, with aThird Party ( excluding Contracts that are the subject of Section 4.6(f ) ), ( i ) which has been included in the list of exhibits of any SEC Document filed by Seller with the SEC, since January 1,2009 ; ( ii ) which relates primarily to the Products and involves or is reasonably expected to involve payment by or to Selleror any of its Subsidiaries after the First Closing Date of more than $ 500,000 per year, including any such Contract relatingto the clinical trial, supply, manufacture, marketing or co - promotion of, or collaboration with respect to, any Product orProduct candidate ; ( iii ) which relates to or evidences third - party indebtedness for borrowed money of Seller or any of its Subsidiaries inexcess of $ 1.0 million ; ( iv ) which relates to the Products and contains any covenant limiting, in any material respect, the ability of Seller orany of its Subsidiaries to engage in any line of business or compete with any Third Party ; ( v ) which is a material Contract of the type described in clauses ( i ) — ( iii ) above and contains any provisionscontemplating or relating to a change in control or similar event with respect to Seller or any one or more of itsSubsidiaries and having the effect of providing that the consummation of the transactions contemplated by this Agreementor the execution, delivery or effectiveness of this Agreement will materially conflict with, result in a material violation or material breach of, or constitute a default ( with or without notice or lapse oftime or both ) under, such Contract or give rise under such Contract to any right of, or result in, a termination, right of firstrefusal, material amendment, revocation, cancellation or material acceleration, or a loss of a material benefit or the creationof any material Encumbrance upon any of the properties or assets of Seller or any of its Subsidiaries, or to any increased, accelerated or additional material rights or material entitlements of any Person ; ( vi ) which relates to the Products and which involves the grant of a pricing or terms that(i ) apply to Seller or any of its Subsidiaries or ( ii ) following the consummation of the transactions contemplated by thisAgreement would apply to Buyer or any of its Subsidiaries ; ( vii ) which relates primarily to the Products and involves the settlement or other resolution of any suit, claim, action, proceeding or investigation that has any continuing obligations, Liabilities or restrictions on Seller or any of itsSubsidiaries and which was entered into within two ( 2 ) years prior to the Execution Date ; or ( viii ) which relates to the disposition or acquisition by Seller or any of its Subsidiaries, with obligations to ThirdParties remaining to be performed or liabilities continuing after the Execution Date, of any assets related to the PurchasedAssets or the Business, other than Contracts for the sale of Product inventory in the ordinary course