definiens: means anyof the following Contracts ( regardless of whether such Contract is a Shared Contract or anExclusive Contract ) included within the Purchased Assets ( assuming receipt of all Consentsunder Section 2.04 ) or under which there exist Assumed Liabilities or by which the TriageBusiness or any Purchased Asset is bound:(i ) any Contract with respect to a joint venture, partnership or other similararrangement involving the Triage Business or that relates to the formation, creation, governance, economics or control of any such joint venture, partnership or other similararrangement;(ii ) any Contract pursuant to which an Asset Seller Entity is the lessee orlessor of or holds ( A ) any real property or ( B ) any tangible personal property and, in thecase of clause ( B ), that involved aggregate payments in connection with the conduct of theTriage Business in excess of $ 250,000 during the fiscal year ended December 31, 2016;(iii ) any Contract that relates to the acquisition or disposition of any assetsor properties used primarily in the Triage Business ( whether by merger, sale of stock, saleof assets or otherwise ) pursuant to which ( A ) payment obligations by or to any Asset SellerEntity of more than $ 500,000 remain outstanding as of the date hereof, or ( B ) any earn - out, indemnification, deferred or contingent payment obligations remain outstanding that wouldreasonably be expected to involve payments by or to any Asset Seller Entity of more than$500,000 after the date hereof ( in each case, excluding acquisitions or dispositions ofsupplies, inventory, merchandise or products in the ordinary course of business or ofsupplies, inventory, merchandise, products, properties or other assets that are obsolete, worn out, surplus or no longer used or useful in the conduct of the Triage Business);(iv ) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets which provided for aggregate payments by any Asset SellerEntity for the Triage Business of more than $ 250,000 during the fiscal year endedDecember 31, 2016;(v ) any Contract with a customer of the Triage Business, includingdistributors, which provided for aggregate payments to the Asset Seller Entities related tothe Triage Business of more than $ 500,000 during the fiscal year ended December 31,2016 ; and(vi ) any license, royalty or similar Contract with respect to TransferredIntellectual Property ( other than generally commercially available, softwareprograms or non - exclusive licenses granted by an Asset Seller Entity in the34ordinary course of business which do not contain any material restriction or condition onthe use or exploitation of any Intellectual Property by the Triage Business ) which(A ) involved payments by or to the Asset Seller Entities in connection with the conduct ofthe Triage Business of more than $ 250,000 during the fiscal year ended December 31,2016 or ( B ) provides an exclusive license of any Transferred Intellectual Property thatcannot be cancelled by the applicable Asset Seller Entity ( 1 ) without penalty or furtherpayment and ( 2 ) without more than ninety ( 90 ) days ’ notice