definiens: or members ( as such terms are defined inRule 12b-2 and Rule 16a-1 of the Exchange Act ), on the other hand, including any Contract pursuant to which theCompany or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member, but not including any Company Benefit Plans ; ( x ) any material collective bargaining agreement or other material Contract with anylabor union ; ( xi ) any Contract that involves the payment by the Company or a Company Subsidiary ofany royalties or milestone payments ; ( xii ) any Contract relating to an Acquisition Proposal or a potential Acquisition Proposalexecuted prior to the date of this Agreement that includes a standstill provision that does not, by its terms, terminateupon the execution of this Agreement ; and ( xiii ) any Contract not otherwise described in any other subsection of thisSection 4.18(a ) that would constitute a ( as such term is defined in Item 601(b)(10 ) of Regulation S - K of the SEC ) with respect to the Company