definiens: shall mean : ( a ) any Contract providing for potential payments b y or to the Company in excess of $ 100,000 or providing for the delivery by or to the Company of consideration valued at more than $ 100,000 ; ( b ) any Contract ( including any Company Employee Ag reement ) ( i ) pursuant to which the Company is or may become obligated to make any severance, t ermination or similar payment to any Company Associ ate in excess of $ 100,000, ( ii ) providing for payment of b ase salary by the Company to any current employee i n excess of $ 100,000 on an annualized basis or ( iii ) pursuan t to which the Company is or may become obligated t o make any bonus or similar payment ( whether in the form o f cash, stock or other securities, excluding paymen ts constituting base salary and sales commissions ) in excess of $ 25,000 to any Company Associate ; ( c ) any Contract providing for the acquisition, tra nsfer, development, distribution, promotion, marketing, sharing, support or license of any Intel lectual Property or Intellectual Property Right, ot her than standard form license agreements for commercially a vailable software priced at less than $ 5,000 ; ( d ) any Contract ( i ) creating or relating to any pa rtnership or collaboration, or any joint developmen t, joint marketing, distribution or similar arrangemen t, or ( ii ) pursuant to which the Company grants or has granted to any Person the right to manufacture, develop or market any product containing aztreonam ; ( e ) any Contract providing for the manufacture of b ulk aztreonam or finished or packaged aztreonam ; -89- ( f ) any Contract with any clinical research organiz ation ( a ) providing clinical trial services for any clinical trial for any product con taining aztreonam ; ( g ) any Contract that provides for indemnification, or for reimbursement of any legal fees or expenses, of any Company Associate ; ( h ) any Contract relating to the Specified Litigati on that involves greater than $ 5,000 or that could reasonably be expected to have an adverse effect on the nature or scope of any remedy to be awarded in the Specified Litigation, on the cost of defending the Specified Litigation, on the timing of the resoluti on of the Specified Litigation or on the prospects for settli ng the Specified Litigation ; ( i ) any Contract that would require the consent of any Person in order to consummate any of the Contemplated Transactions ; ( j ) any Contract imposing any restriction on the ri ght or ability of the Company ( i ) to compete with, or solicit any customer of, any other Person, ( ii ) to acquire any product or other Asset or any servic es from any other Person, ( iii ) to solicit, hire or retain any Person as an employee, consultant or independent co ntractor, ( iv ) to develop, sell, supply, distribute, offer, s upport or service any product or any technology or other Asset to or for any other Person, ( v ) to perform services fo r any other Person, or ( vi ) to transact business or deal in any other manner with any other Person ; ( k ) any Contract ( other than Contracts evidencing C ompany Options ) ( i ) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, ( ii ) providing any Person with any preemptive right, right of participation, right of maintenance or similar right with respect to any securities, o r ( iii ) providing the Company with any right of first refusal with re spect to, or right to repurchase, redeem, put or ca ll, any securities ; ( l ) any Contract relating to the creation of any En cumbrance with respect to any material Asset of the Company ; ( m ) any Contract providing for the sharing of reven ues, profits, losses, costs, Assets or Liabilities ; ( n ) any Contract ( i ) containing or sim ilar provisions relating to transactions involving the acquisition, disposition or other transfer of Asset s or securities of an Entity, or ( ii ) providing any right of first negotiation, right of first refusal or similar righ t to any Person ; ( o ) any Contract relating to the purchase or sale o f any product or other Asset by or to, or the performance of any services by or for, any Related Party ; ( p ) any Contract ( i ) contemplating payments or the delivery of other consideration during any 12 - month period aggregating or having an aggregate val ue of more than $ 100,000, ( ii ) that has a term of m ore than 60 days and that may not be terminated by the Compa ny ( without penalty ) within 60 days after the deliv ery of a termination notice by the -90- Company or ( iii ) under which the Merger or any of t he other Contemplated Transactions would give rise to or expand any rights in favor of, or any obligations o n the part of, the Company or any other Person ; ( q ) any Contract that could reasonably be expected to ( i ) have or result in a material effect on the business, operations, financial performance, proper ties, capitalization, condition ( financial or other wise ), Intellectual Property, Intellectual Property Rights, Contract rights, employee relations, government r elations, Governmental Authorizations, Assets, Liabilities or current drug development plans of the Company, or Acquiror ’s right to own, or to receive dividends or other distributions with respect to, the stock of the Surviving Corporation or ( ii ) prevent or materially limit or delay the performance by the Company of any of its obligations, agreements or covenants under this Agreement or any of the Operative Documents, the exercise by Acquir or of any of its rights under this Agreement or any of th e Operative Documents or the consummation of the Me rger or the other transactions contemplated by any of the O perative Documents ; ( r ) any Product Contract ; ( s ) any Contract of a type required to be disclosed by Section 2.3, other than any Contract providing for the grant of Company Options ; and ( t ) any other Contract, if a breach of such Contrac t or the termination of such Contract could reasonably be expected to have or result in a Compa ny Material Adverse Effect