definiens: shall mean an agreement binding the Company or any of its Subsidiaries thatprovides for the allocation, apportionment, sharing or assignment of any Tax liability or benefit ; provided, however, that thefollowing agreements shall be disregarded : ( i ) commercially reasonable agreements not primarily relating to Taxes providingfor the customary allocation or payment of real property Taxes attributable to real property leased or occupied by theCompany or any of its Subsidiaries, ( ii ) commercially reasonable agreements not primarily relating to Taxes providing for thecustomary allocation or payment of personal property Taxes, sales or use Taxes or value added Taxes with respect to personalproperty leased, used, owned, purchased or sold in the ordinary course of business, and ( iii ) general and customaryindemnification provisions not primarily relating to Taxes contained in the Company ’s non - exclusive license agreements, ineach case entered into in the ordinary course of business and consistent with past practices