definiens: or members ( as such terms are defined in Rule12b-2 and Rule 16a-1 of the Exchange Act);(viii ) relates to each loan and credit agreement, note, debenture, bond, indenture and other Contractpursuant to which any indebtedness for borrowed money ( or guarantee thereof ) of any Company Entity isoutstanding;(ix ) prohibits the payment of dividends or distributions in respect of, or the pledging of, any equityinterest of, or the issuance of guarantees by, any Company Entity;(x ) involves a grant to any Person of any right of first offer or right of first refusal to purchase, lease, sublease, use, possess or occupy any material assets, rights or properties of any Company Entity;(xi ) at or following the Offer Closing or the Merger Closing, may alter, encumber, impair or extinguish, orotherwise impair the right of Parent or any of its Affiliates ( including any Company Entity ) to develop, use, sell, license or otherwise dispose of, or to bring any action for the infringement, misappropriation or otherviolation of, any Company Material IP;(xii ) relates to the research, development, distribution, marketing, supply, license, collaboration, co - promotion or manufacturing of the Key Product, which, if terminated or not renewed, would reasonably beexpected to have a material and adverse effect on the Key Product ( which includes any Contract with anysole - source supplier for products or services);(xiii ) provides for investor rights, registration rights or similar agreements or arrangements;(xiv ) any Contract pursuant to which any Company Entity has continuing obligations or interestsinvolving ( A ) milestone or similar payments, including upon the achievement of regulatory or commercialmilestones, or ( B ) payment of royalties or other amounts calculated based upon any revenues or income ofany Company Entity, other than employee bonus arrangements or any such Contract that may be cancelledwithout notice or penalty or other liability of any Company Entity upon notice of thirty ( 30 ) days or less;(xv ) relates to any swap, forward, futures, warrant, option or other derivative transaction;(xvi ) is a Real Property Lease ; 27(xvii ) involves the supply or goods or services directly to a Governmental Entity, including a subcontractat any tier or level below a prime contract ; or(xviii ) would be reasonably expected to involve aggregate payments by any Company Entity or to anyCompany Entity under such Contract of more than $ 5 million in any year ( including by means of royaltypayments )