definiens: ( as such term is defined in Item 601(b)(10 ) of Regulation S - K of the SEC ) ; ( ii ) contains any non - compete or exclusivity provisions with respect to the Business, or upon consummation of th e Transactions, Buyer or its Subsidiaries, in each case, which materially restricts the conduc t of the Business or use of the Acquired Assets in the aggregate ; ( iii ) relates to a pa rtnership, joint venture or similar arrangement, unless, in each case, immaterial to the Business ; ( iv ) is a Contract for sale of goods or services that involved the payment of more than $ 500,000 in 2015 or which Sell er Parent reasonably anticipates will involve the payment of more than $ 500,000 in 2016 u nder such Contract ; 35 ( v ) is a Contract f or ( A ) the purchase of services, materials, supplies or equipment or ( B ) any royalty, profit sh aring or contingent payment right, which, in each case, involved the payment of more than $ 500,0 00 in 2015 or Seller Parent reasonably anticipates will involve the payment of more than $ 500,000 in 2016 and has a remaining term in excess of twelve ( 12 ) months, excluding, in each case such Contracts that are terminable on less than sixty ( 60 ) days ’ notice by Seller Parent or its Affiliates without penalty or other material impact ; ( vi ) is a lease of any machinery, equipment, vehicle or other tangible personal property ( other than in respect o f office equipment ) which, in each case, require future annual payments in excess of $ 500,00 0 ; ( vii ) is a Contract for c apital expenditures or the acquisition or construction of fixed assets which requires aggrega te future payments in excess of $ 500,000 ; ( viii ) relates to the market ing or sale of any Product pursuant to which Seller Parent has paid or received more than $ 500,0 00 in the year ended December 31, 2015 or would reasonably be expected to be paid or receive more than such amount in the year ending December 31, 2016 ; ( ix ) relates to the ma nufacture, licensing or distribution of any Product ; ( x ) evidences Indeb tedness for borrowed money or any guaranty thereof ; ( xi ) is a Contract wit h an independent contractor or consultant who provides services that are material to the Business that is not cancellable without penalty or without more than thirty ( 30 ) days ’ notice ; ( xii ) is a Contract for t he sale of any Acquired Assets, in each case, involving payments in excess of $ 500,000, other tha n ( A ) agreements in which the applicable acquisition or disposition has been consummated and there are no material ongoing obligations and ( B ) purchases and sales of Inventory in the Ord inary Course of Business ; ( xiii ) is a Contract that is material to the Business in which Seller Parent or any Affiliate of Seller Parent has grante d pricing provisions or exclusive marketing or distribution rights relating to any Products ; ( xiv ) is a Contract in which Seller Parent or any Affiliate of Seller Parent has agreed to purchase a minimum quantity of goods or services, or pay a minimum amount, in each case where the amount due under suc h Contract is in excess of $ 500,000 during a twelve ( 12 ) month period or in which Selle r Parent or any Affiliate of Seller Parent has agreed to purchase goods or services exclusivel y from a specified Person ( or group of Persons ) ; 36 ( xv ) relates to the conduc t of clinical trials of any Product, including any such Contract with investigators, contract rese arch organizations, clinical trial sites and clinical trial support services ; ( xvi ) is a Contract in which Seller Parent or any Affiliate of Seller Parent has granted manufacturing, release and stabi lity testing, packaging, marketing or distribution rights relating to any Product ; or ( xvii ) is a Contract providing f or any royalty, milestone, contingent or deferred payments or obligations of any kind with r espect to any Products by a Seller or any Affiliate of a Seller