definiens: ( as such term is define d in Item 601(b)(10 ) of Regulation S - K of the SEC ) ; ( ii)contains any non - compete or exclusivity provisi ons with respect to the Business or the Transferred Group, or upon consumma tion of the Transactions, Buyers or their Subsidiar ies, in each case, which materially restricts the conduct o f the Business or use of the Acquired Assets or Tra nsferred Group Assets in the aggregate ; ( iii)relates to a partnership, joint venture or sim ilar arrangement, unless, in each case, immaterial to the Business ; ( iv)is a Contract ( other than a Contract with respe ct to API ) for sale of goods or services that involved the payment of more than $ 50,000,000 in 2014 or which Seller Parent reasonab ly anticipates will involve the payment of more than $ 50,000,000 in 2015 under each such Contract ; ( v)is a Contract ( other than a Contract with respec t to API ) for ( A ) the purchase of services, materials, supplies or equipment or ( B ) any royalty, profit sharing or contingent payment right, which, in each case, involved the payment of more than $ 50, 000,000 in 2014 or Seller Parent reasonably antici pates will involve the payment of more than $ 50,000,000 in 201 5 and has a remaining term in excess of twelve ( 12 ) months, excluding, in each case such Contracts that are ter minable on less than 90 days ’ notice by Seller Pare nt or its Affiliates without penalty or other material impact ; ( vi)relates to any lease of real property which has an unexpired term of greater than 12 months and requires future annual payments in excess of $ 1,000,000 or is a lease of any machin ery, equipment, vehicle or other tangible personal prope rty ( other than in respect of office equipment or e quipment used in the research and development of products ) w hich, in each case, require future annual payments in excess of $ 5,000,000 ; ( vii)is a Contract for capital expenditures or the acquisition or construction of fixed assets which requires aggregate future paymen ts in excess of $ 100,000,000 ; or ( viii)is for any Indebtedness that may be directly or indirectly transferred to Buyer in connection with the Transactions