definiens: ) ; ( i ) each ( as such term is defined in Item 610(b)(10 ) of Regulation S - K of the SEC)with respect to the Company and the Subsidiaries ; ( ii ) each contract and agreement that is reasonably expected to require the payment by the Company orany other person of more than ( x ) $ 50,000 per annum, or ( y ) $ 100,000 over the remaining term of such contract or agreement(other than, in the case of this clause ( y ), any contract or agreement that provides that the Company has the right to terminatesuch contract or agreement on no more than 30 days ’ notice and without material penalty ) ; 36 ( iii ) all material joint venture contracts, partnership arrangements or other material agreements outsidethe ordinary course of business involving a sharing of profits, losses, costs or liabilities by the Company or any Subsidiarywith any third party ; ( iv ) all management contracts and contracts with other consultants, including any contracts involvingthe payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiaryor income or revenues related to any product of the Company or any Subsidiary, which are reasonably expected to involvepayments by the Company or any Subsidiary of more than $ 50,000 per annum ; ( v ) all contracts and agreements evidencing indebtedness for borrowed money in excess of $ 100,000 inprincipal amount ; ( vi ) except as disclosed on Section 4.11(e ) of the Company Disclosure Schedule, any contract betweenor among the Company or a Subsidiary, on the one hand, and any of their respective affiliates ( other than the Company or anySubsidiary ), on the other hand, that involves amounts of more than $ 50,000 ; ( vii ) with or to a labor union, works council or guild ( including any collective bargaining agreement orsimilar agreement ) ; ( viii ) which licenses any material Intellectual Property to or from a third party, other than, in each case,(A ) non - exclusive licenses and related agreements with respect thereto of research materials or commercially availablesoftware subject to,, label use restrictions or other substantially non - negotiable licenses fortechnology acquired in the ordinary course of business, and ( B ) non - disclosure agreements that provide no more than limiteduse rights for trade secrets ; ( ix ) any contract that, individually or in the aggregate, would prevent, materially delay or materiallyimpede the Company ’s ability to consummate the transactions contemplated by this Agreement ; ( x ) any contract that contains a put, call, right of first refusal or similar right pursuant to which theCompany or any Subsidiary would be required to purchase or sell, as applicable, any ownership interests of any person ; and ( xi ) all contracts and agreements that limit, or purport to limit, in any material respect the ability of theCompany or any Subsidiary to compete in any line of business or with any person or entity or in any geographic area orduring any period of time