definiens: ): ( i ) Any as such term is defined in item601(b)(10 ) of Regulation S - K promulgated by the SEC;(ii ) any material contract for the sale of products or servicesinvolving annual payments in excess of $ 250,000 individually, other than pursuant to a purchaseorder;(iii ) any material sales agency, sales representation ordistributorship agreement;(iv ) any material joint venture, profit sharing, partnershipagreements or other similar agreements;(v ) any contracts or series of related contracts relating to theacquisition or disposition of the securities of any Person, any business or any material amount ofassets ( in each case, whether by merger, sale of stock, sale of assets or otherwise ) in excess of$250,000 individually or $ 2,000,000 in the aggregate, other than the Asset Transfer Agreements ; 23 ( vi ) any material contract with a Governmental Authority;(vii ) any licenses of Intellectual Property to or from the Company orany of its Subsidiaries that are material to the businesses of the Company or any of its Subsidiaries, except for licenses of standard software that are generally available to the public for a standard fee;(viii ) any contract that ( A ) limits the freedom of the Company or anyof its Subsidiaries to engage or compete in any line of business or with any Person or in any area orwhich would so limit the freedom of Parent, the Company or any of their respective Affiliates afterthe Effective Time or ( B ) contains exclusivity, or similar obligations orrestrictions that are binding on the Company or any of its Subsidiaries or that would be binding onParent or its Affiliates after the Effective Time ; and(ix ) any material contracts with any ( A ) officer or director of theCompany or any of its Subsidiaries or, to the Knowledge of the Company, any Affiliates or ( or members of any of their ) ( as such terms are respectively defined inRule 12b-2 and Rule 16a-1 of the Exchange Act ) of such officer or director ; or ( B ) Person who, to theKnowledge of the Company, is the record or beneficial owner of five percent or more of the votingsecurities of Company