definiens: ( as such term is defined in Item 601(a)(10 ) ofRegulation S - K promulgated under the Securities Act ), ( ii ) relates to any indebtedness in excess of $ 500,000 ; ( iii ) provides foraggregate payments from it or any of its Subsidiaries in excess of $ 500,000, has an unexpired term exceeding six months, cannot be terminated without penalty upon not more than sixty ( 60 ) days ’ prior written notice, and which has yet - to - beperformed executory obligations, ( iv ) materially limits its freedom or the freedom of any of its Subsidiaries to compete in anyline of business or with any Person or in any geographical area or which would so materially limit its freedom or the freedomof any of Parent or its Subsidiaries ( including the Surviving Corporation ) so to compete after the Effective Time, ( v ) relates tothe research, development, distribution, supply, license, co - promotion or manufacturing by other Persons of Company KeyProducts which Contract, if terminated or non - renewed, would reasonably be expected to have a material adverse effect on anyCompany Key Product ; ( vi ) that relates to a Company Key Product and purports to prohibit the Company or any Subsidiaryfrom contesting the validity or ownership of any other Person ’s patent or from challenging the inventorship of any otherPerson ’s invention ; ( vii ) which relates to a Company Key Product and where, in settlement of an actual or threatened actionfor patent infringement, trade secrets misappropriation or similar intellectual property action, the Company or any Subsidiarypurports to acknowledge or agree that certain acts infringe or misappropriate the rights of another Person ; ( viii ) where, insettlement of an actual or threatened action for patent infringement, trade secret misappropriation or similar intellectualproperty action, another Person agrees in writing not to contest the validity or ownership of Company Owned IntellectualProperty which relates to a Company Key Product ; ( ix ) relating to the right of the Company or any Subsidiary to use the name [ ] ; or ( x ) to the extent not included within the foregoing, each Company Material License ( collectively, the ) . Except for Company Material Contracts which expire pursuant to their terms after the datehereof, each of the Company Material Contracts is valid and binding on the Company or its Subsidiary party thereto and, tothe Company ’s knowledge, each other Person party thereto, and is in full force and effect and enforceable against theCompany or such Subsidiary, as the case may be, in accordance with its terms ( except as enforcement22Table of Contentsmay be limited by ( i ) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws ofgeneral applicability relating to or affecting creditors ’ rights or by general equity principles and ( ii ) to the extent applicable, securities laws limitations on the enforceability of provisions regarding indemnification in connection with the sale orissuance of securities )