definiens: ( as such term is defined in Item 601(b)(10 ) of RegulationS - K promulgated by the SEC ) with respect to the Company or any Company Subsidiary;(ii ) relates to a joint venture, partnership, limited liability or other similar agreement or arrangemententered into with a Third Party relating to 44the formation, creation, operation, management or control of any partnership or joint venture that is material to thebusiness of the Company and the Company Subsidiaries, taken as a whole, or in which the Company owns morethan a fifteen percent ( 15 % ) voting or economic interest, or any obligation of more than $ 250,000 in the aggregate;(iii ) relates to any indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other Contract relating to indebtedness for borrowed money or deferred payment ( in either case, whether incurred, assumed, guaranteed or secured by any asset ) in excess of $ 250,000;(iv ) prohibits the payment of dividends or distributions in respect of any Equity Interest of the Companyor any of the Company Subsidiaries, prohibits the pledging of any Equity Interest of any Company Subsidiary orprohibits the issuance of guarantees by any Company Subsidiary;(v ) required in the past fiscal year or will require by its terms in the current fiscal year or ( A ) will requireby its terms in the next fiscal year annual payments from Third Parties to the Company and the CompanySubsidiaries of at least $ 1,000,000 in the aggregate or ( B ) will require by its terms in any year over the next five(5 ) fiscal years annual payments from the Company and Company Subsidiaries to Third Parties of at least$1,000,000 in the aggregate;(vi ) relates to any acquisition by the Company or any of the Company Subsidiaries of a business or anymaterial assets ( other than acquisitions of inventory or equipment in the ordinary course of business ) pursuant towhich the Company or any of the Company Subsidiaries has continuing indemnification, or othercontingent payment or guarantee obligations, in each case, that could result in payments in excess of $ 250,000;(vii ) is a Contract between or among the Company or any Company Subsidiary, on the one hand, and anydirectors, executive officers ( as such term is defined in the Exchange Act ) or five percent ( 5 % ) shareholders of theCompany or any of their Affiliates ( other than the Company or any Company Subsidiary ) or immediate familymembers, on the other hand;(viii ) ( A ) involves any employees of the Company or any Company Subsidiary ( other than executiveofficers ( as such term is defined in the Exchange Act ) ) and ( x ) creates severance, stock, stock option or any similarobligations for the Company or any Company Subsidiary ( other than pursuant to Company Plans or CompanyStock Plans ), or ( y ) requires payment of total annual compensation in excess of $ 100,000 ( excluding any employment Contracts ) or ( B ) involves any individual consultants and requires payment by its terms of total annualcompensation in excess of $ 200,000;(ix ) contains any covenant that ( A ) limits the ability of the Company or any Company Subsidiary ( or, afterthe Acceptance Time, such 45covenant would limit the ability of Parent, the Surviving Corporation, or their respective Subsidiaries ) to engage inany line of business or to compete with any Person or operate at any location, ( B ) could require the disposition ofany material assets or line of business of the Company or any Company Subsidiary ( or, after the Acceptance Time, such covenant could require the disposition of any material assets or line of business of Parent, the SurvivingCorporation, or their respective Subsidiaries ), or ( C ) prohibits or limits the right of the Company or any of theCompany Subsidiaries to research, develop, manufacture, supply, promote, test, distribute, market, license, commercialize or sell any Covered Products or Partner Products or use, transfer, license, distribute or enforce anyCompany Intellectual Property, in each case, with respect to this clause ( C ), which is material to the Company andthe Company Subsidiaries, taken as a whole ( including any settlement or coexistence agreements);(x ) provides for exclusivity or any similar requirement or pursuant to which the Company or any of theCompany Subsidiaries is restricted with respect to the research, development, manufacturing, supply, promotion, testing, distribution, marketing, licensing, commercializing or sale of any Covered Product;(xi ) contains any covenant granting status with respect to any Product;(xii ) provides for the grant of a material license or receipt of a material license or grant of other materialright with respect to Company Intellectual Property which is material to the Company and the CompanySubsidiaries, taken as a whole ( except for receipt of a license to commercially available off - the - shelf software with areplacement cost and/or annual license fees of less than $ 100,000);(xiii ) provides for indemnification by the Company or any of the Company Subsidiaries of any Person, except for any such Contract that is ( A ) not material to the Company and the Company Subsidiaries, taken as awhole, ( B ) entered into in the ordinary course of business consistent with past practice, or ( C ) a license by theCompany or any of the Company Subsidiaries of any Intellectual Property rights entered into in the ordinary courseof business consistent with past practice;(xiv ) is a collective bargaining agreement;(xv ) is a settlement, conciliation or similar agreement ( x ) with any Governmental Entity or ( y ) whichwould require the Company or any Company Subsidiary to pay consideration of more than $ 250,000 after the dateof this Agreement ; or(xvi ) contains a standstill or similar agreement pursuant to which the Company or any CompanySubsidiary has agreed not to acquire assets or 46securities of a Third Party, or which contains any, or similar provision which restrictthe Company or any Company Subsidiary in soliciting, hiring, engaging, retaining or employing its current orformer employees