definiens: shall mean : ( 1 ) any ( as such term is used in Item 601(b)(10 ) of Regulation S - K ofthe SEC ) with respect to IDEC and its Subsidiaries ; ( 2 ) any Contract to which IDEC or any of its Subsidiaries is a party, which is material toIDEC and its Subsidiaries, taken together, and which ( A ) contains any34covenant limiting or restricting the right of IDEC or any of its Subsidiaries or that would, after theEffective Time, limit or restrict IDEC or any of its Subsidiaries ( including the SurvivingCorporation and its Subsidiaries ) from ( x ) engaging or competing in any material line of businessor in any geographic area or with any Person in any material line of business or ( y ) making use ofany material Intellectual Property owned by or necessary for the conduct of the businesses ofIDEC and its Subsidiaries in the manner described in the IDEC SEC Documents filed prior to thedate hereof and as they are currently being conducted, ( B ) relates to the development, co - promotion, commercialization, manufacturing, supply or distribution of any material product, theout - licensing to third parties of Intellectual Property relating to any material product or the in - licensing from third parties of Intellectual Property relating to any material product, or(C ) adversely affects the right of IDEC 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 IDEC or any of its Subsidiaries is a party, the termination or breach of which would bereasonably likely to have a Material Adverse Effect on IDEC