definiens: means the following Contracts to which Seller is a party : ( i ) any Transferred Contract involving payment o bligations of, or to, Seller in excess of $ [ * * * ] per annum ; ( ii ) any Transferred Contract with respect to a joint venture, partnership or other similar agreement ; ( iii ) any Contract relating to mortgaging, pledg ing or otherwise placing a Lien on any of the Assigned Assets ( other than a Permitted Lien and Li ens in respect of Indebtedness that shall be releas ed in full as of the Closing Date ) ; ( iv ) any Contract imposing any limitation or res triction on the right or ability of Seller : ( A ) to compete with any other Person with respect to the B usiness and/or the Business Products or to engage i n the Business in any geographical area or ( B ) to develop, manufacture, assemble, sell, market, import or di stribute the Business Products ; ( v ) any Transferred Real Property Lease ; ( vi ) any settlement agreement under which Seller has material ongoing obligations with respect to the Business or the Business Products ; ( vii ) any Contract that provides for the sale of any Assigned Asset or the grant of any preferential rights to purchase any material Assign ed Asset, in each case, outside of the ordinary cou rse of business ; ( viii ) any Contract between Seller and any custo mer or supplier described in Section 4.13(a ) of the Disclosure Schedule or Section 4.13(b ) of th e Disclosure Schedule, respectively ; ( ix ) any Transferred Contract that grants status, rights of first refusal, rights of first negotiation or similar rights to an y other Person ; ( x ) any Contract that grants to any other Person exclusive rights to purchase any of the Assigned Assets or the Business Products ; 11 ( xi ) any Transferred Contract that contains provisions or other provisions obligating Seller to purchase or obtain a minimum o r specified amount of any product or service from a ny Person or contains minimum sales or volume provisions ; ( xii ) any Contract primarily related to the Busi ness or the Assigned Assets that is between or among Seller, on the one hand, and any director, of ficer or other Affiliate of Seller, on the other ha nd, excluding Contracts regarding the terms or conditions of serv ice, or salary, bonus or other compensation, for an y such director, officer or other Affiliate in connection with employment, independent contractor or director services to Seller ; ( xiii ) any Contract, pursuant to which any right s, covenants or licenses to or under any Intellectual Property Rights are granted to Seller with respect to the Business or the Business Produc ts ( other than ( A ) standard end user license agreements for genera lly commercially available off - the - shelf software e ntered into in the ordinary course of business ; ( B ) licenses fo r Open Source Software described in Section 4.06(h ) of the Disclosure Schedule and ( C ) contracts with supplier s entered into in the ordinary course of business p ursuant to which Seller is only granted non - exclusive licenses from such suppliers ), and any Contract pursuant to which any rights, covenants, or licenses to or under any Assi gned Intellectual Property are granted to any other Person ( other than non - exclusive object code licenses granted to customers of Seller in the ordinary course of busin ess consistent with past practice ) ; and ( xiv ) any other Contract that is required for th e use of the Assigned Assets or the operation of the Business and not previously disclosed in Sectio n 4.05(a ) of the Disclosure Schedule or on Schedule 3.03(b ) that either ( A ) involves payment obligations of, or to, Seller, in excess of $ [ * * * ] per annum, or ( B ) if terminated or expired, could not be replaced with a substantia lly similar contract on substantially similar finan cial terms as the terminated or expired Contract