definiens: shall mean : ( 1 ) any ( as such term is used in Item 601(b)(10 ) of Regulation S - K ofthe SEC ) with respect to [COMPANY] and its Subsidiaries ; ( 2 ) any Contract to which [COMPANY] or any of its Subsidiaries is a party, which is material toBiogen and its Subsidiaries, taken together, and which ( A ) contains any covenant limiting orrestricting the right of [COMPANY] or any of its Subsidiaries or that would, after the Effective Time, limit or restrict IDEC or any of its Subsidiaries ( including the Surviving Corporation and itsSubsidiaries ) from ( x ) engaging or competing in any material line of business or in any geographicarea or with any Person in any material line of business or ( y ) making use of any materialIntellectual Property owned by or necessary for the conduct of the businesses of [COMPANY] and itsSubsidiaries in the manner described in the [COMPANY] SEC Documents filed prior to the date hereofand as they are currently being conducted, ( B ) relates to the development, co - promotion, commercialization, manufacturing, supply or distribution of any material product, the out - licensingto third parties of Intellectual Property relating to any material product or the in - licensing fromthird parties of Intellectual Property relating to any material20product, or ( C ) adversely affects the right of [COMPANY] or any of its Subsidiaries to use, sell, distribute, manufacture or have manufactured or supply any material product ; and ( 3 ) any Contract or group of Contracts with a Person ( or group of affiliated Persons ) towhich [COMPANY] or any of its Subsidiaries is a party, the termination or breach of which would bereasonably likely to have a Material Adverse Effect on [COMPANY]