definiens: shall mean : ( i ) any Contract which is in effect and which has been filed ( or is required to be filed ) by the Company as anexhibit pursuant to Item 601(b)(10 ) of Regulation S - K under the Securities and Exchange Act of 1934, as amended(the ), or that the Company is required to disclose under Item 404 of Regulation S - K under theExchange Act ; ( ii ) any Contract : ( A ) constituting a Company Employee Agreement ; ( B ) pursuant to which any of the AlamoCorporations is or may become obligated to make any severance, termination or similar payment to any CompanyAssociate or any spouse, heir or Representative of any Company Associate except for severance, termination orsimilar payments required by applicable Legal Requirements that does not exceed $ 50,000 per employee ; ( C ) pursuantto which any of the Alamo Corporations is or may become obligated to make any bonus or similar payment ( otherthan payments constituting base salary, incentive bonuses or commissions paid in the ordinary course of business ) inexcess of $ 50,000 to any Company Associate ; or ( D ) pursuant to which any of the Alamo Corporations is or maybecome obligated to grant or accelerate the vesting of, or otherwise modify, any stock option, restricted stock, stockappreciation right or other equity interest in any of the Alamo Corporations ; ( iii ) any Contract identified or required to be identified in Part 2.9 of the Company Disclosure Schedule ; ( iv ) any Contract with any distributor and any contract with any other reseller or sales representative, in each casethat provides exclusivity rights to any third party ; ( v ) any Contract that is with a supplier of products, product candidates, raw materials or any intermediate form ofany drug product, or any services, which supplier is the only source or only supplier of such product, productcandidate, raw material, intermediate form of drug product or service in the market place ; ( vi ) any Contract that provides for : ( A ) reimbursement of any current director or officer of an Alamo Corporationfor, or advancement to any current director or officer of an Alamo Corporation of, legal fees or other expensesassociated with any Legal Proceeding or the defense thereof ; or ( B ) indemnification of any current director or officerof an Alamo Corporation ; ( vii ) any Contract imposing any restriction on the right or ability of any Alamo Corporation : ( A ) to compete withany other Person ; ( B ) to acquire any product or other asset or any services from any other Person ; ( C ) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person;(D ) to perform services for any other Person ; or ( E ) to transact business with any other Person, in each case whichrestriction would or would reasonably be expected to materially and adversely affect : ( x ) the conduct of the businessof the Alamo Corporations as currently conducted or as currently is proposed to be conducted ; or ( y ) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale,14importation, distribution, performance, display, creation of derivative works with respect to and/or use of anyCompany Product ; ( viii ) any Contract incorporating or relating to any material guaranty, warranty, sharing of liabilities or indemnity(including any indemnity with respect to Intellectual Property or Intellectual Property Rights ) or similar obligation, other than Contracts entered into in the ordinary course of business ; ( ix ) any Contract relating to any currency hedging ; ( x ) any Contract requiring that any of the Alamo Corporations give any notice or provide any information to anyPerson prior to responding to or prior to accepting any Acquisition Proposal or similar proposal, or prior to enteringinto any discussions, agreement, arrangement or understanding relating to any Acquisition Transaction ; ( xi ) any Contract relating to the lease or sublease of Alamo Leased Real Property or of any real property ownedby any Alamo Corporation ; ( xii ) any Contract that : ( A ) involves the payment or delivery of cash or other consideration in an amount orhaving a value in excess of $ 1,000,000 in the fiscal year ending December 31, 2011 or the following fiscal years;(B ) requires by its terms the payment or delivery of cash or other consideration in an amount or having a value inexcess of $ 1,000,000 in the fiscal year ending December 31, 2011 or the following fiscal years ; ( C ) involves theperformance of services having a value in excess of $ 1,000,000 in the fiscal year ended December 31, 2011;(D ) requires by its terms the performance of services having a value in excess of $ 1,000,000 in the fiscal year endingDecember 31, 2011 or the following fiscal years ; ( E ) in which the Company or any Alamo Corporation has granteddevelopment rights, pricing provisions or marketing or distribution rights relating to anyCompany Product ; ( F ) in which the Company or any Alamo Corporation has agreed to purchase a minimum quantityof goods relating to any Company Product or has agreed to purchase goods relating to any Company Productexclusively from a certain party ; ( G ) is ( i ) material to the Alamo Corporations and ( ii ) relates to the supply ormanufacture of any Company Product ( including any raw materials or any intermediate form of any drug product ) orthat is with any clinical research organization or relates to any ongoing clinical trial ; or ( H ) relates to the lease by anAlamo Corporation of material tangible personal property ; ( xiii ) any Contract, the termination of which would reasonably be expected to have a Company Material AdverseEffect