definiens: ): ( i ) that is a material contract as defined in Item 601(b)(10 ) of Regulation S - K ; ( ii ) relating to leases of real property ; -17- ( iii ) for the purchase of materials, supplies, goods, services, equipment or other assetsfor annual payments by CGI or any of CGI ’s Subsidiaries of, or pursuant to which in the last year CGI or any of itsSubsidiaries paid, in the aggregate, $ 100,000 or more ; ( iv ) for the sale of materials, supplies, goods, services, equipment or other assets forannual payments to CGI or any of its Subsidiaries of, or pursuant to which in the last year CGI or any of itsSubsidiaries received, in the aggregate, $ 50,000 or more ; ( v ) ( a ) any pledge, security agreement, deed of trust or other Contracts that impose aLien on any of CGI ’s or any of its Subsidiaries ’ assets ; ( b ) loan or credit agreement, indenture, debenture, note orother Contracts that create, incur or guarantee any Indebtedness, or ( C ) Contracts under which CGI or any of itsSubsidiaries assumes, or otherwise becomes liable for, the obligations of any other Person ; ( vi ) that relates to any partnership, joint venture, strategic alliance or other similarContract ; ( vii ) relating to Indebtedness or the deferred purchase price of property ( whether incurred, assumed, guaranteed or secured by any asset ), except for Contracts relating to Indebtedness in an amount notexceeding $ 25,000 in the aggregate ; ( viii ) each CGI Benefit Plan and any severance or change - in - control Contracts ; ( ix ) which by its terms limits in any material respect ( i ) the localities, market or businessin which all or any significant portion of the business and operations of CGI or CGI ’s Subsidiaries or, following theconsummation of the Transactions, the business and operations of Surviving Company, CGI or any Affiliate of CGI, isor would be conducted, ( ii ) the Persons CGI or any of its existing or future Subsidiaries, may hire ( other thanContracts with contract research organizations or other contractors or vendors that provide services to CGI in theordinary course of CGI ’s business and that contain provisions that prevent CGI from soliciting or hiring any personnelof such contract research organizations or such other contractors or vendors ), ( iii ) the Persons to whom CGI or any ofits existing or future Subsidiaries may sell products or deliver services, or ( iv ) the scope of the business andoperations of CGI and its Subsidiaries, taken as a whole ; ( x ) providing for the grant by or to CGI of any license to or under any Intellectual PropertyRights, other than ( i ) Contracts where the grant by or to CGI of any such license pursuant to such Contract is notmaterial to CGI or its business, ( ii ) Contracts where the Intellectual Property Rights licensed thereunder are licensedon a non - exclusive basis by or to a contractor, service provider or collaborator of CGI in the context of suchcontractor, service provider or collaborator rendering research and development services to CGI or for the benefit ofCGI, and ( iii ) Contracts where the Intellectual Property Rights licensed thereunder are licensed on a non - exclusivebasis for research and the scope of the license to such Intellectual Property Rights does not include the right topractice or use such Intellectual Property Rights to sell or commercialize any product ; ( xi ) containing any grant by CGI or any of its Subsidiaries to any Person of any expresslicense to market or commercialize any product, including under any Patents ( including any covenants not to sue ) ; ( xii ) containing any royalty, dividend or similar arrangement based on the revenues orprofits of CGI or any of its Subsidiaries ; ( xiii ) with any Governmental Entity or a subcontractor to any Governmental Entity inconnection with such CGI Material Contract ; ( xiv ) any Contract with ( a ) an executive officer or director of CGI or any of itsSubsidiaries or any of such executive officer ’s or director ’s immediate family members, ( b ) an owner of more than fivepercent ( 5 % ) of the voting power of the outstanding capital stock of CGI or ( c ) to the Knowledge of CGI, any ( within the meaning of Item 404 of Regulation S - K under the Securities Act ) of any such officer, director orowner ( other than CGI or its Subsidiaries ) ( each, a ) ; -18- ( xv ) any agreement that gives rise to any material payment or benefit as a result of theperformance of this Agreement or any of the other Transactions ; ( xvi ) relating to the acquisition or disposition of any material interest in, or any materialamount of, securities, property or assets of CGI or any of its Subsidiaries or any other Person, or for the grant to anyPerson of any preferential rights to purchase any such securities, property or assets ; ( xvii ) any other agreement ( or group of related agreements ) the performance of whichrequires aggregate payments to or from CGI or any of its Subsidiaries in excess of $ 50,000 ; ( xviii ) establishing powers of attorney or agency agreements ; and ( xix ) other than as set forth elsewhere on Section 3.14(a ) of the CGI Disclosure Letter, and excluding customary confidentiality and non - disclosure agreements, all other Contracts that are material to thebusiness or operations of CGI and its Subsidiaries and commitments or agreements to enter into any of the foregoing