definiens: meansany Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of itsSubsidiaries or any of their respective properties or assets is bound that:(i ) is or would be required to be filed as an exhibit to the Company ’s Annual Report on Form10 - K pursuant to Item 601(b)(10 ) of Regulation S - K under the Securities Act;(ii ) relates to the formation, creation, governance, economics or control of any joint venture, partnership or other similar arrangement, other than ( x ) with respect to any partnership that is whollyowned by the Company or any of its wholly owned Subsidiaries and ( y ) for the avoidance of doubt, marketing, licensing, manufacturing and distribution Contracts entered into in the ordinary course ofbusiness;(iii ) provides for indebtedness for borrowed money of the Company or any of its Subsidiarieshaving an outstanding or committed amount in excess of $ 10 million, other than ( A ) indebtednesssolely between or among any of the Company and any of its wholly owned Subsidiaries or ( B ) lettersof credit ; 19 ( iv ) relates to the acquisition or disposition of any business, assets or properties ( whether bymerger, sale of stock, sale of assets or otherwise ) for aggregate consideration under such Contract inexcess of $ 10 million ( A ) that was entered into after January 1, 2015 or ( B ) pursuant to which anyearn - out, indemnification or deferred or contingent payment obligations remain outstanding that wouldreasonably be expected to involve payments by or to the Company or any of its Subsidiaries of morethan $ 5 million after the date hereof ( in each case, excluding for the avoidance of doubt, acquisitionsor dispositions of supplies, inventory, merchandise or products in the ordinary course of business orof supplies, inventory, merchandise, products, properties or other assets that are obsolete, worn out, surplus or no longer used or useful in the conduct of business of the Company or its Subsidiaries);(v ) is a Contract ( other than purchase orders under a master agreement ) for the purchase ofmaterials, supplies, goods, services, equipment or other assets pursuant to which the Company orany of its Subsidiaries would reasonably be expected to make payments of more than $ 10 millionduring any fiscal year;(vi ) is a Contract ( other than purchase orders under a master agreement ) with a customer ofthe Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiariesreceived aggregate net payments of more than $ 10 million during the fiscal year ended December 31,2016;(vii ) contains any provision ( A ) limiting, in any material respect, the right of the Company orany of its Subsidiaries to engage in any business, make use of any material Intellectual Property, compete with any Person, or operate anywhere in the world, or ( B ) granting any exclusivity right toany third party, or containing a provision in favor of any third party, in eachcase, other than ( x ) a Contract that can be terminated on less than 90 days ’ notice without resultingin a breach or violation of, or any acceleration of any rights or obligations or the payment of anypenalty under, such Contract, ( y ) distribution or customer Contracts entered into in the ordinarycourse of business granting exclusive rights to sell or distribute certain of the Company ’s and itsSubsidiaries ’ products or containing provisions with respect to certain of theCompany ’s and its Subsidiaries ’ products or ( z ) any provision in any license agreements forIntellectual Property limiting the Company ’s and its Subsidiaries ’ use of such Intellectual Property tospecified fields of use or specified territories ; or(viii ) is a ( A ) license or similar Contract with respect to ( x ) any Hatch - Waxman Act relatedlitigation or ( y ) any products covered by an NDA and entered into since January 1, 2011, or ( B)settlement, coexistence agreement, covenant not to sue or similar Contract with respect to anymaterial Intellectual Property, in each case, to which the Company or any of its Subsidiaries is aparty, beneficiary or otherwise bound ( other than generally commercially available, software programs or non - exclusive licenses granted by or to the Company or any of its Subsidiariesin the ordinary course of business which do not contain any material restriction or condition on theuse or exploitation of any material Intellectual Property by the Company or any of its Subsidiaries )