definiens: ( as suchterm is defined in Item 601(b)(10 ) of Regulation S - K of the Exchange Act ) ; ( ii ) pursuant to which the Company or any of its Subsidiaries received aggregate payments froma customer for the 2016 fiscal year in excess of $ 10,000,000, including by means of royalty payments ; ( iii ) pursuant to which the Company or any of its Subsidiaries made aggregate payments to anyvendor for the 2016 fiscal year in excess of $ 5,000,000, including by means of royalty payments ; ( iv ) evidencing a capital expenditure or obligation to make any capital commitment in an amountin excess of $ 10,000,000 ; ( v ) containing covenants binding upon the Company or any of its Subsidiaries that materiallyrestrict the ability of the Company or any of its Subsidiaries ( or, at any time after the consummation of the Merger, Parent or any of its Affiliates ) to engage in any business or compete in any business or with any Person or operate inany geographic area, where the payments under the Contract, arrangement, commitment or understanding to theCompany and any Subsidiary exceeded $ 10,000,000 for fiscal year 2016 ; ( vi ) ( x ) relating to or evidencing Indebtedness of the Company or any Subsidiary of the Companyin excess of $ 5,000,000, or ( y ) that grants a Lien, other than a Permitted Lien, on any property or asset of theCompany or any of its Subsidiaries that is material to the Company and its Subsidiaries taken as a whole ; ( vii ) that is a license to any Third Party granted by the Company or any Subsidiary of theCompany to material Company Intellectual Property Assets, other than licenses granted to customers as ancillary toa sale of products or services ; ( viii ) that is a license of material Third Party Rights granted to the Company or any Subsidiary ofthe Company pursuant to which the Company or any Subsidiary made payments during the 2016 fiscal year in excessof $ 2,500,000 ( other than licenses to Commercially Available Software ) ; 31 ( ix ) relating to ( A ) the acquisition of any interest in another entity ( whether by merger, consolidation, recapitalization, share exchange, sale of stock, sale of assets or otherwise ) or ( B ) the disposition ofany material assets of the Company or any of its Subsidiaries ( other than sales of inventory in the ordinary course ofbusiness ), in each case, under which there are any continuing or other contingent payment orindemnification obligations on the part of the Company or its Subsidiaries ; ( x ) that involves any material partnership, joint venture or similar arrangement, other than salesagent and co - development agreements in each case entered into in the ordinary course of business consistent withpast practice, or that prohibits the payment of dividends or distributions in respect of the Equity Interests of theCompany or any of its Subsidiaries, prohibits the pledging of the capital stock of the Company or any of itsSubsidiaries or prohibits the issuance of guarantees by the Company or any of its Subsidiaries ; ( xi ) that is a settlement or similar Contract with any Governmental Authority ; ( xii ) that relates to hedging, factoring, derivatives or similar arrangements other than foreigncurrency hedging, factoring or other similar transactions conducted in the ordinary course of business consistent withpast practices ; ( xiii ) that would be required to be disclosed by Section 404(a ) of Regulation S - K under theExchange Act ; ( xiv ) that is a lease or sublease ( a ) for any real property used for manufacturing purposes by theCompany or one of its Subsidiaries or ( b ) of real property requiring payments by the Company or any of itsSubsidiaries in excess of $ 1,000,000 during any fiscal year ; ( xv ) relating to the co - development of generic drug products with one or more Third Parties, pursuant to which the Company or one of its Subsidiaries has agreed to provide ( alone or together with third parties)development services and supply of product, and obtains the benefit of a profit sharing arrangement ; ( xvi ) that is an active Government Contract ; and ( xvii ) that contains any standstill or similar agreement pursuant to which one party has agreed notto acquire assets or securities of another Person, except for any such Contract that is a confidentiality, non - disclosure or similar type of agreement