definiens: means:(i ) any ( as such term is defined in Item 601(b)(10 ) of Regulation S - K of the SEC ) withrespect to the Company ; 19(ii ) any employment, service or consulting Contract with any current director, officer, employee, consultant orindependent contractor of the Company, or any such contract with any former director, officer, employer, consultant orindependent contractor of the Company under which the Company has not fully performed an obligation, contemplatingpayment in excess of $ 150,000 in any year other than those that are terminable by the Company on no more than thirty(30 ) days notice without liability or financial obligation to the Company;(iii ) any Contract containing any covenant ( A ) limiting in any respect the right of the Company to engage inany line of business or compete with any Person in any line of business or to compete with any party or the manner orlocations in which it engages, ( B ) granting any exclusive rights to make, sell or distribute the Products or otherwise relating tothe Licensed - In Intellectual Property or the Owned Intellectual Property, ( C ) such as a clause restrictingthe pricing of Products or services of the Company, or ( D ) otherwise prohibiting or limiting the right of the Company tomake, sell or distribute any Products or services or use, transfer, license, distribute or enforce any Intellectual Property rightsof the Company;(iv ) any Contract relating to the disposition or acquisition by the Company after the date of this Agreement ofa material amount of assets not in the ordinary course of business or pursuant to which the Company has any materialownership interest in any other Person or other business enterprise ( including, without limitation, joint venture, partnership orother similar agreements);(v ) any Contract to license any third party to manufacture, reproduce, develop or modify any portion of theProducts, services or technology or any Contract to sell, resell or distribute any of the Products, services or technology;(vi ) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other contractsrelating to the borrowing of money or extension of credit, other than accounts receivables and payables in the ordinary courseof business;(vii ) any settlement Contract entered into within three ( 3 ) years prior to the date hereof, other than ( A ) releasesimmaterial in nature or amount entered into with former employees or independent contractors of the Company in theordinary course of business in connection with the routine cessation of such employee ’s or independent contractor’semployment with the Company or ( B ) settlement Contracts for cash only ( which has been paid ) and does not exceed $ 150,000as to such settlement;(viii ) any Contract not described in subsection ( iii ) above under which the Company has licensed CompanyIntellectual Property to a third party;(ix ) any Contract under which the Company has received a license to any Licensed - In Intellectual Property, excluding generally commercially available, off - the - shelf software programs ; 20(x ) any Contract between the Company, including its contract research organizations or designees, and aclinical trial site or investigator ( other than routine, non - material contracts of an administrative nature, which contracts areterminable by the Company without penalty or payment on ninety ( 90 ) ( or fewer ) days ’ notice ) related to pre - trial studies andclinical trials of the Products;(xi ) any Contract pursuant to which ( A ) the Company has paid out to a third party sums in excess of $ 150,000over the past twelve ( 12 ) months or ( B ) the Company estimates that it will make payments to a third party in excess of$150,000 over the next twelve ( 12 ) months and, in the case of both ( A ) and ( B ) above, is not terminable by the Company(without penalty or payment ) on ninety ( 90 ) ( or fewer ) days ’ notice;(xii ) any Contract under which the aggregate fixed future payments due from the Company exceed $ 400,000and which is not terminable by the Company ( without penalty or payment ) on ninety ( 90 ) ( or fewer ) days ’ notice;(xiii ) any independent contractor, service or consulting Contract with its PAH Medical Advisory Board, Fasudil Medical Advisory Board, Nurse Advisory Board or Speaker Bureau or with business consultants;(xiv ) any Contract relating to currency hedging or similar transactions;(xv ) any Contract containing or similar provisions applicable to the Company;(xvi ) any Contract requiring that the Company give any notice or provide any information to any third partyprior to considering or accepting any Acquisition Proposal or similar proposal, or prior to entering into any discussions, agreement, arrangement or understanding relating to the transactions contemplated by this Agreement;(xvii ) any other Contract ( other than benefits generally available pursuant to the terms of a Benefit Plandisclosed in the Company Disclosure Letter ) pursuant to which any material benefit would become payable to or otherwiseaccrue to any Company Stockholder, officer, director, employee, independent contractor, supplier or customer as a result of orin connection with this Agreement, the Offer, the Merger or any other transactions contemplated by this Agreement ; or(xviii ) any other Contract, if a breach or termination of such Contract could reasonably be expected to haveor result in a Company Material Adverse Effect