definiens: ) .(c ) means ( i ) each Contract or series of related Contracts that ( A ) involved or involvespayment by the Company or any of its Subsidiaries of consideration of more than $ 100,000 in the aggregate overthe term of such Contract and has continuing material obligations, rights or interests ( other than a Contract underwhich the sole continuing obligation is to maintain confidentiality ) and can not be cancelled by the Company orsuch Subsidiary without penalty or further payment without more than 90 days ’ notice ( other than payments forservices rendered to the date of termination and de minimis termination expenses ) or ( B ) has material continuingobligations or interests involving the payment of royalties or other amounts calculated based upon the revenues orincome of the Company or any of its Subsidiaries ; ( ii ) each Contract pursuant to which the Company, any of itsSubsidiaries or any other party thereto has material continuing obligations, rights or interests relating to theresearch, development, clinical trial, distribution, supply, manufacture, marketing or co - promotion of, orcollaboration with respect to, any product or product candidate for which the Company or any of its Subsidiaries iscurrently engaged in research or development excluding ( A ) study agreements with clinical trial sites ; ( B ) non - disclosure agreements ; ( C ) Contracts with contractors or vendors providing services to the Company or any of itsSubsidiaries, and ( D ) customary material transfer Contracts, and in each case of the foregoing ( A ), ( B ), ( C ) or ( D),entered into in the ordinary course of business consistent with past practice ) ; ( iii ) each Contract evidencingindebtedness in excess of $ 50,000 ; ( iv ) each material Contract with any 27Governmental Entity ; ( v ) each non - competition Contract or other Contract that limits or purports to limit in anymaterial respect either the type of business in which the Company or any of its Subsidiaries ( or, after giving effect tothe Merger, Parent or its Subsidiaries ) may engage in the manner or locations in which any of them may so engageany business ; ( vi ) each Contract between or among the Company or any of its Subsidiaries and any director orofficer of the Company ; and ( vii ) all other Contracts, whether or not entered into in the ordinary course of business, that are material to the Company and its Subsidiaries, taken as a whole, or to the conduct of their respectivebusinesses, taken as a whole, or the absence of which would reasonably be expected to prevent or materially delayconsummation of the Merger and the other transactions contemplated by this Agreement or otherwise prevent ormaterially delay the Company from performing its obligations under this Agreement