definiens: or members ( as such terms are defined in Rule 12b-2 and Rule 16a-1of the Exchange Act ), on the other hand, including any Contract pursuant to which Parent or any ParentSubsidiary has an obligation to indemnify such officer, director, affiliate or family member, but not including anyParent Benefit Plans;(vii ) any Contract ( excluding ( A ) licenses for commercial off the shelf computer software that are generallyavailable on nondiscriminatory pricing terms and ( B ) service Contracts related to pre - clinical or clinicaldevelopment of any medicine to the extent the licenses contained therein are incidental to such Contracts, immaterial, non - exclusive 45and granted in the ordinary course of business ) under which Parent or any Parent Subsidiary is granted anylicense, option or other right or immunity ( including a covenant not to be sued or right to enforce or prosecute anypatents ) with respect to any Intellectual Property of a third party, which Contract is material to Parent and theParent Subsidiaries, taken as a whole;(viii ) any Contract ( excluding licenses contained in service Contracts related to pre - clinical or clinicaldevelopment of any medicine to the extent the licenses contained therein are incidental to such Contract, immaterial, non - exclusive and granted in the ordinary course of business ) under which Parent or any ParentSubsidiary has granted to a third party any license, option or other right or immunity ( including a covenant not tobe sued or right to enforce or prosecute any patents ) with respect to any Intellectual Property, which Contract ismaterial to Parent and the Parent Subsidiaries, taken as a whole;(ix ) any stockholders, investors rights, registration rights or similar agreement or arrangement;(x ) any Contract ( A ) pursuant to which a third party supplies Parent or the Parent Subsidiaries with activeingredients for any Key Product, and which Contract is material to Parent and the Parent Subsidiaries, taken as awhole or ( B ) requiring Parent or any Parent Subsidiary to purchase a minimum quantity of goods relating to anyproduct or product candidate that is reasonably expected to involve future expenditures by Parent or any of theParent Subsidiaries of more than $ 50,000,000 in the one - year period following the date hereof;(xi ) any Contract pursuant to which Parent or any Parent Subsidiary has continuing obligations or interestsinvolving ( A ) or other similar contingent payments, including upon the achievement of regulatory orcommercial milestones, or ( B ) payment of royalties or other amounts calculated based upon any revenues orincome of Parent or any Parent Subsidiary, in each case ( x ) which payments after the date hereof wouldreasonably be expected to be more than $ 50,000,000 in the twelve ( 12 ) month period following the date hereofand ( y ) that can not be terminated by Parent or such Parent Subsidiary without penalty without more than sixty(60 ) days ’ notice without material payment or penalty;(xii ) any Contract that relates to any swap, forward, futures, or other similar derivative transaction with anotional value in excess of $ 10,000,000 in the aggregate(xiii ) any material collective bargaining agreement or other material Contract with any labor union;(xiv ) any Contract involving the settlement of any claim, action or proceeding or threatened claim, action orproceeding ( or series of related, claims actions or proceedings ) ( A ) which ( x ) will involve payments after the datehereof, or involved payments, in excess of $ 30,000,000 or ( y ) will impose, or imposed, monitoring or reportingobligations to any other Person outside the ordinary course of business or material restrictions on Parent or anyParent Subsidiary or ( B ) with respect to which material conditions precedent to the settlement have not beensatisfied ; 46(xv ) any Contract with any Governmental Entity, excluding settlement agreements described in the ParentSEC Documents, sales or supply agreements entered into in the ordinary course of business that are not materialand tolling agreements entered into in connection with investigations by Governmental Entities ; and(xvi ) any Contract not otherwise described in any other subsection of this Section 4.20(a ) that wouldconstitute a ( as such term is defined in Item 601(b)(10 ) of Regulation S - K of the SEC ) withrespect to Parent