definiens: shall mean any oral or written contract, agreement, license or commitment to which the Company is a party : ( i ) ( A ) under which future receipts orexpenditures required to be made by the Company in the current or any future fiscal year could exceed$50,000 or ( B ) in which the Company has granted manufacturing rights, pricingprovisions or marketing or distribution rights relating to any services, products or territory or has agreed topurchase a minimum 25 quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party;(ii ) pursuant to which the Company has licensed from any Person any Company IP Rights ; ( iii ) pursuant towhich the Company has granted rights to any third party to any Company IP Rights ; ( iv ) evidencingIndebtedness for, or a guarantee by the Company of Indebtedness of $ 50,000 or more ; ( v ) creating orrelating to any partnership, limited liability company or joint venture between the Company and any thirdparty or providing for any sharing of profits or losses by the Company with any third party ; ( vi ) containingcovenants limiting the freedom of the Company or their Affiliates to compete in any line of business, in anygeographic region or with any third party ; ( vii ) that constitutes a Real Property Lease Agreement;(viii ) providing for earn - out payments by the Company ; ( ix)(A ) relating to the employment of, or theperformance of services by, any employee or consultant other than at - will employment arrangementsterminable at any time without the payment of any penalty, ( B ) pursuant to which the Company is or maybecome obligated to make any severance, termination, or similar payment to any current or formeremployee, officer, consultant or director, ( C ) pursuant to which the Company is or may become obligated tomake any bonus or similar payment to any current or former employee, officer, consultant or director, or(D ) pursuant to which the Company may be required to provide, or accelerate the vesting of, any payments, benefits, or equity rights upon the occurrence of any of the transactions contemplated by this Agreement;(x ) that provides for indemnification of any officer, director, employee, or agent of the Company;(xi ) imposing any of the following : ( A ) a restriction on the right or ability of the Company or its Affiliatesto manufacture, research, develop or commercialize any products, ( B ) a restriction on the right or ability ofthe Company or its Affiliates to solicit for employment or hire any employees of any other Person or ( C ) arestriction on the right or ability of the Company or its Affiliates to transact any particular business ; ( xii ) anyunion contract or collective bargaining agreement ; ( xiii ) any lease for personal property in which the amountof payments which the Company is required to make in the aggregate exceeds $ 10,000 ; ( xiv ) any agreementrelating to a merger, acquisition of assets or any capital stock of any business enterprise ; ( xv ) anynondisclosure or confidentiality agreements other than those entered into in the ordinary course of business;(xvi ) any contract or group of related contracts with the same party for the purchase or sale of supplies, equipment or other personal property or for the furnishing or receipt of services under which the undeliveredbalance of such products and/or services has a selling price in excess of $ 50,000 ; ( xvii ) any contract oragreement with a Governmental Authority under which goods, services or financing are provided or are tobe provided to or by such Governmental Authority ; ( xviii ) any settlement, conciliation or similar agreement;(xix ) any contract with a ( as defined in Section 2.9 below ) ; or ( xx ) any other contract, agreement, or commitment not otherwise listed in Part 2.8 of the Disclosure Schedule, ( A ) the terminationof which would reasonably be expected to have a Company Material Adverse Effect, or ( B ) that, if norequired consent regarding the transactions contemplated hereby is obtained, would reasonably be expectedto have a Company Material Adverse Effect