definiens: shall mean:(i ) any ( as such term is defined in Item 601(b)(10 ) of Regulation S - K of the SEC ) withrespect to the Company and its Subsidiaries;(ii ) any employment or consulting Contract with ( A ) any Employee of the Company or its Subsidiaries earningan annual salary or providing for annual compensation in excess of $ 100,000 or ( B ) any member of the Company’sBoard of Directors, other than those that are terminable by the Company or any of its Subsidiaries on no more thanthirty ( 30 ) days notice without material liability or financial obligation;(iii ) any Contract or plan, including, without limitation, any stock option plan, stock appreciation right plan orstock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will beaccelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of thebenefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;(iv ) any material agreement of indemnification or any guaranty other than any agreement of indemnification orguarantee entered into in connection with the sale or license of hardware or software products or services in theordinary course of business;(v ) any Contract containing any covenant ( A ) limiting in any material respect the right of the Company or anyof its Subsidiaries to engage in any line of business, to make use of any material Intellectual Property or competewith any Person in any material line of business, ( B ) granting any exclusive distribution rights which are material tothe Company, or ( C ) otherwise having an adverse effect on the right of the Company and its Subsidiaries to competein any line of business or geographic area ( which adverse effect would be material to the Company and itsSubsidiaries, taken as a whole);(vi ) any Contract relating to the disposition or acquisition by the Company or any of its Subsidiaries of amaterial amount of assets not in the ordinary course of business or pursuant to which the Company or any of itsSubsidiaries has any material ownership interest in any other Person or other business enterprise other than theCompany ’s Subsidiaries other than licenses for Intellectual Property or collaboration agreements for drug programs;(vii ) any Contract pursuant to which the Company or any of its Subsidiaries have continuing materialobligations to jointly develop any material Intellectual Property that will not be owned, in whole or in part, by theCompany or any of its Subsidiaries and which may not be terminated without penalty upon notice of ninety(90 ) days or less ; 27Table of Contents(viii ) any Contract pursuant to which the Company, any of its Subsidiaries or any other party thereto hasmaterial continuing obligations, rights or interests relating to the research, development, clinical trial, distribution, supply, manufacture, marketing or co - promotion of, or collaboration with respect to, any product or productcandidate for which the Company or any of its Subsidiaries is currently engaged in research or development ( itbeing understood that, the following shall be deemed material and included hereunder : material manufacture orsupply services or material Contracts with contract research organizations for clinical trials - related services;(ix ) any Contract containing any material support, maintenance or service obligation on the part of theCompany or any of its Subsidiaries, other than those obligations that are terminable by the Company or any of itsSubsidiaries on no more than one ( 1 ) year notice without liability or financial obligation to the Company or itsSubsidiaries;(x ) any material Contract to license any third party to manufacture or reproduce any of the Company ’s or anyof its Subsidiary ’s products, services or technology or any material Contract to sell or distribute any of theCompany ’s or any of its Subsidiary ’s products, services or technology, except agreements with distributors or salesrepresentatives entered into in the ordinary course of business consistent with past practice and terminable by theCompany or any of its Subsidiaries without penalty upon notice of no more than one ( 1 ) year;(xi ) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contractsrelating to the borrowing of money or extension of credit, ( excluding, for the avoidance of doubt, accountsreceivables and payables in the ordinary course of business);(xii ) any material settlement agreement entered into since April 30, 2004;(xiii ) any other Contract evidencing indebtedness for borrowed money in excess of $ 50,000 ; and(xiv ) any material collaboration agreements for drug programs