definiens: shall mean any of thefollowing to which the Company or any of its Subsidiaries is a party or by which any assets of the Company or any of itsSubsidiaries are bound as of the date of this Agreement : ( i ) any ( as such term is defined in Item 601(b)(10 ) of Regulation S - K ofthe SEC ) ; ( ii ) any Contract that contains any currently active material covenant by the Company or anyof its Subsidiaries ( A ) to not engage in any line of business or to not engage in its business in any geographic location,(B ) limiting the right of the Company or any of its Subsidiaries to compete with any Person, ( C ) granting by the Company orits Subsidiaries any 36 exclusive distribution rights or any exclusive licensing rights to material Company Intellectual Property Rights, or(D ) providing any third parties with rights or rights of first offer or rights of first refusal for anyCompany Products, in each case other than as would not materially impair or restrict the ability of the Company or itsSubsidiaries ( or, after the Closing, Parent and its Subsidiaries ) to operate their businesses ; ( iii ) any Contract relating to the disposition or acquisition by the Company or any of itsSubsidiaries of any Person or other business enterprise ( whether by merger, sale of stock, sale of assets or otherwise ) which hasany obligations which have not been satisfied or performed that are or would be material to the Company and its Subsidiaries, taken as a whole ; ( iv ) any Contract pursuant to which the Company, any of its Subsidiaries, or any other partythereto has material continuing obligations, rights or interests relating to the research, development, clinical trial, distribution, supply, manufacture, marketing or co - promotion of, or collaboration with respect to, any Company Product or productcandidate for which the Company or any of its Subsidiaries is currently engaged in research or development, excludingcandidate for which the Company or any of its Subsidiaries is currently engaged in research or development, excluding(A ) study agreements with clinical trial sites, ( B ) non - disclosure agreements, ( C ) Contracts with contractors or vendorsproviding products or services to the Company or any of its Subsidiaries, and ( D ) customary material transfer Contracts ; ( v ) ( A ) any Contract providing for indemnification or guarantee of the obligations of anyother Person that would be material to the Company and its Subsidiaries, taken as a whole, other than ( x ) any such Contractsentered into in the ordinary course of business consistent with past practice ( including ( 1 ) study agreements with clinical trialsites and ( 2 ) Contracts with contractors or vendors providing products or services to the Company or any of its Subsidiaries),or ( y ) any Contracts the disclosure of which is required by another subsection of this Section 4.12(a ) or ( B ) any guaranty, other than any guaranties among the Company and its wholly owned Subsidiaries ; ( vi ) any Contract that relates to the formation, creation, operation, management or control ofany legal partnership or any joint venture entity pursuant to which the Company has an obligation ( contingent or otherwise)to make a material investment in or material extension of credit to any Person, or in which the Company owns more than a tenpercent ( 10 % ) voting or economic interest, in each case with a carrying value on the Company Balance Sheet in excess of$1,000,000 ; ( vii ) any Contract that involves or relates to indebtedness for borrowed money or the deferredpurchase of property having an outstanding principal amount in excess of $ 1,000,000 ( whether incurred, assumed, guaranteedor secured by any asset ) ; ( viii ) any Lease of Leased Real Property and any Contract for the purchase, sale, or future lease, sublease, license, sublicense or other use of real property ; ( ix ) any Contract that contains a put, call or similar right pursuant to which the Company orany of its Subsidiaries could be required to purchase or sell, as applicable, 37 any equity interests of any Person or assets that have a fair market value or purchase price of at least $ 1,000,000 ; ( x ) any Contract for the purchase of materials, supplies, goods, services, equipment or otherassets that is not terminable without material penalty on 90 days written notice by the Company or its Subsidiaries whichprovides for or is reasonably likely to require either ( A ) annual payments by the Company and its Subsidiaries of $ 1,000,000or more or ( B ) aggregate payments by the Company and its Subsidiaries of $ 1,000,000 or more ; and any Contracts thedisclosure of which is required by another subsection of this Section 4.12(a ) ( it being understood that for purposes ofcalculating the amount of any such payments with respect to any master services agreements, only payments under currentlyactive purchase orders shall be included in such calculation ) ; ( xi ) any Company IP Contracts ; and ( xii ) any Contract, or group of Contracts with a Person ( or group of affiliated Persons ), thetermination or breach of which would have a Company Material Adverse Effect and is not disclosed pursuant to clauses(i ) through ( xi ) above