definiens: shall mean any Contract:(i ) containing ( i ) any covenant ( A ) limiting in any material respect the right of the Company to engage in anyline of business, engage in business in any location, or compete with, or solicit any customer of, any other Person, ( B ) limitingthe right of the Company to solicit, hire or retain any Person as an employee, consultant or independent contractor, or(C ) granting any exclusive distribution rights with respect to Company Products, or ( ii ) any provisionfor the benefit of any other Person;(ii ) pursuant to which the Company has licensed from any third party any patent, trademark registration, service mark registration, trade name or copyright registration, other than any nonexclusive license that is available to thepublic generally, or providing for royalty or other similar payments by the Company;(iii ) granting exclusive rights to any third party to any patents, trademark registrations, service markregistrations, trade names or copyright registrations owned by the Company;(iv ) evidencing Indebtedness that is in effect;(v ) that is a Lease;(vi ) that is a sales representative, marketing or advertising agreement;(vii ) creating or involving any agency relationship, distribution arrangement or franchise relationship;(viii ) creating any partnership or joint venture between the Company and any third party or providing for anysharing of material profits or losses by the Company with any third party;(ix ) involving the acquisition or divestiture of any business or material asset by the Company other than inthe ordinary course of business consistent with past practice or investments in any Person by the Company or that provides forpayment obligations by or to the Company ( whether contingent or otherwise ) that are in effect on the date hereof in respect ofearn - outs, deferred purchase price arrangements or similar arrangements that have arisen in connection with any suchtransactions ; 46(x ) pursuant to which the Company has continuing material obligations to develop any Intellectual Propertythat will not be owned, in whole or in part, by the Company;(xi ) that constitutes any material transfer agreement, research and development agreement, clinical trialagreement, clinical research agreement, manufacture or supply agreement or similar Contract;(xii ) that is a settlement agreement of any nature ( other than settlement agreements that do not provide for anyfuture payment or performance obligations on behalf of the Company);(xiii ) in which the other party is a healthcare practitioner;(xiv ) that relates to the purchase or sale of any asset by or to, or the performance of any services by or for, orotherwise involving as a counterparty, any Related Party;(xv ) that provides for the indemnification of any Person by the Company, except for Contracts entered into inthe ordinary course of business consistent with past practice;(xvi ) that result in any Person holding a power of attorney from the Company ; or(xvii ) that involves a payment to or from the Company in excess of $ 50,000 on its face in any given year inany individual case