definiens: means : ( i ) any continuing Contract for the purchase of materials, supplies, equipment orservices involving, in the case of any such Contract more than $ 150,000 annually or $ 500,000 over the life ofthe Contract ; ( ii ) any Contract relating to the acquisition by the Company of any material assets, operating business or capital stock of any other Person, the participation in a joint venture or similararrangement with any other Person or the making of any other investment in any other Person ; ( iii ) any Contract with any Governmental Entity ; ( iv ) any trust indenture, mortgage, promissory note, loan agreement or other Contract orinstrument for the borrowing of money, any currency exchange, commodities or other hedging arrangement orany leasing transaction of the type required to be capitalized in accordance with GAAP ; ( v ) any Contract for capital expenditures, or the acquisition or construction of fixedassets, which requires future payments in excess of $ 150,000 individually, or in excess of $ 500,000 in theaggregate ; ( vi ) any Contract pursuant to which the Company is required to ( with or without thesatisfaction of any conditions ), or obtains or grants any material rights ( including any options or rights ofnegotiation ) to, undertake the development or commercialization of any pharmaceutical product or technology, or any material interest therein ; ( vii ) any Contract involving the lease of real property ; ( viii ) any Contract with a Related Party except the grant of Company Options or, Company RSUs or Company Warrants or Contracts relating to terms of employment ; ( ix ) other than any Contract entered into in the ordinary course of business consistentwith past practice, any agreement of guarantee, support, indemnification ( specifically identifying thoseContracts involving Intellectual Property that include indemnification provisions in Section 3.24(a)(ix ) of theCompany Disclosure Schedule ), assumption or endorsement, or any similar Contract with respect to theobligations, 49 liabilities ( whether accrued, absolute, contingent or otherwise ) or indebtedness of any other Person ; ( x ) any strategic alliance, joint development, joint marketing, partnership or similarContracts ; ( xi ) any material Contract that entitles any Person to any right of notice, novation, waiver, consent or approval, as the case may be, in connection with the consummation of the transactionscontemplated by this Agreement ; ( xii ) any Contract material to the development, manufacturing, approval orcommercialization of Zorblisa, except for non - disclosure, transfer, clinical trial and similar Contracts enteredinto in the ordinary course of business consistent with past practice ; ( xiii ) any Contract containing any covenant limiting ( or purporting to limit ) in any materialrespect the right of the Company ( i ) to engage in any line of business or geographic or therapeutic area, ( ii ) todevelop, market or distribute products or services, or ( iii ) to compete with any Person ; ( xiv ) any Contract for the lease of any machinery, equipment, motor vehicles, officefurniture, fixtures or other personal property with future payments exceeding $ 150,000 annually or $ 500,000over the remaining life of such Contract ; or ( xv ) any employment agreement, severance agreement or change in control agreement orContract with any current or former director, officer, employee, consultant, advisor or agent of the Company, other than those that are terminable at - will by the Company on no more than thirty ( 30 ) days ’ notice withoutliability or financial obligation for such termination