definiens: shall mean any of the following, other than anEmployee Plan, to which the Company or any of its Subsidiaries is a party or by which any assets of the Company orany of its Subsidiaries are bound as of the date of this Agreement:(i ) any ( as such term is defined in Item 601(b)(10 ) of Regulation S - K of the SEC);(ii ) any Contract that contains any currently active material covenant by the Company or any of itsSubsidiaries ( A ) to not engage in any line of business or to not engage in its business in any geographic location,(B ) limiting the right of the Company or any of its Subsidiaries to compete with any Person, ( C ) by which the Companyor its Subsidiaries grants any exclusive distribution rights or any exclusive licensing rights to material CompanyIntellectual Property Rights, or ( D ) providing any third parties with rights or rights of first offer orrights of first refusal for any Company Products, in each case of clauses ( A)-(D ), other than as would not materiallyimpair or restrict the ability of the Company or its -37 - Subsidiaries to operate their businesses ( 1 ) as currently conducted or ( 2 ) otherwise with respect to any of theCompany Products;(iii ) any Contract relating to the disposition or acquisition by the Company or any of its Subsidiaries ofany Person or other business enterprise ( whether by merger, sale of stock, sale of assets or otherwise ) which has anyobligations which have not been satisfied or performed that are or would be material to the Company and itsSubsidiaries, taken as a whole;(iv ) any Contract pursuant to which the Company, any of its Subsidiaries, or any other party theretohas material 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 Company Products, excluding(A ) study agreements with clinical trial sites, ( B ) non - disclosure agreements, ( C ) Contracts with contractors or vendorsproviding products or services to the Company or any of its Subsidiaries, and ( D ) customary material transferContracts;(v ) ( A ) any Contract providing for indemnification or guarantee of the obligations of any other Personthat would be material to the Company and its Subsidiaries, taken as a whole, other than ( x ) any such Contractsentered into in the ordinary course of business consistent with past practice ( including ( 1 ) study agreements withclinical trial sites and ( 2 ) Contracts with contractors or vendors providing products or services to the Company or anyof its Subsidiaries ), or ( y ) any Contracts the disclosure of which is required by another subsection of thisSection 4.12(a ) or ( B ) any material guaranty, other than any guaranties among the Company and its wholly ownedSubsidiaries;(vi ) any Contract that relates to the formation, creation, operation, management or control of any legalpartnership or any joint venture entity pursuant to which the Company has an obligation ( contingent or otherwise ) tomake a material investment in or material extension of credit to any Person, or in which the Company owns more thana ten percent ( 10 % ) voting or economic interest, in each case with a carrying value on the Company Balance Sheet inexcess of $ 1,000,000;(vii ) any Contract that involves or relates to indebtedness for borrowed money or the deferred purchaseof property having an outstanding principal amount in excess of $ 1,000,000 ( whether incurred, assumed, guaranteedor secured by any asset);(viii ) any Lease of Leased Real Property and any Contract for the purchase, sale, or future lease, sublease, license, sublicense or other use of real property material to the Company and its Subsidiaries, taken as awhole;(ix ) any Contract that contains a put, call or similar right pursuant to which the Company or any of itsSubsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets thathave a fair market value or purchase price of at least $ 1,000,000 ; -38-(x ) any Contract for the purchase of materials, supplies, goods, services, equipment or other assetsthat is not terminable without material penalty on 90 days or fewer written notice by the Company or its Subsidiarieswhich provides for or is reasonably likely to require either ( A ) annual payments by the Company and its Subsidiariesof $ 1,000,000 or more or ( B ) aggregate payments by the Company and its Subsidiaries of $ 1,000,000 or more, in eachcase other than any Contracts the disclosure of which is required by another subsection of this Section 4.12(a ) ( itbeing understood that for purposes of calculating the amount of any such payments with respect to any masterservices agreements, only payments under currently active purchase orders shall be included in such calculation);(xi ) any Company IP Contracts;(xii ) any Collective Bargaining Agreement ; and(xiii ) any Contract, or group of Contracts with a Person ( or group of affiliated Persons ), the terminationor breach of which would have a Company Material Adverse Effect and is not disclosed pursuant to clauses(i ) through ( xii ) above