definiens: shall mean any : ( i ) contract that would be required to be filed by the Company as a material contractpursuant to Item 601(b)(10 ) of Regulation S - K of the SEC ; ( ii ) contract containing covenants of the Company or any of itsSubsidiaries not to compete in any line of business, industry or geographical area or that limits or restricts, or could reasonably beexpected to limit or restrict, the business of the Company or of its Affiliates ( other than funds associated with either of DomainAssociates, L.L.C. and New Enterprise Associates ) ; ( iii ) contract which creates a partnership or joint venture or similar arrangementwith respect to any business of the Company ; ( iv ) contract that, individually or in the aggregate, would or would reasonably beexpected to prevent, materially delay or materially impede the Company ’s or any of its Subsidiaries ’ ability to consummate thetransactions contemplated by this Agreement, including any contract with a provision ; ( v ) indenture, creditagreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providingfor indebtedness in excess of $ 1,000,000, other than a contract relating to trade receivables entered into in the ordinary course ofbusiness consistent with past practice ; ( vi ) contract for the sale of any of its assets after the date hereof in excess of $ 500,000 ; ( vii)collective bargaining or employee association agreement ; ( viii ) settlement or conciliation agreement or similar agreement with aGovernmental Entity or order or consent of a Governmental Entity to which the Company or any of its Subsidiaries is a partyinvolving future performance by the Company or any of its Subsidiaries ; ( ix ) Company Plans ; ( x ) Company IP -57- Contracts and agreements for Company Leased Real Property ; ( xi ) development, commercialization, exclusivity, option, licenseright of first offer or refusal, or warehousing agreement pertaining to a pharmaceutical product or device in excess of $ 2,000,000;(xii ) other contract ( other than this Agreement, purchase orders for the purchase of inventory or real property leases ) under which theCompany or any of its Subsidiaries has made, is reasonably likely to make, has received or is reasonably likely to receive, paymentsin excess of $ 2,000,000 or the termination or breach of which, or failure to obtain consent in respect of, is reasonably likely to bematerial ; and ( xiii ) material agreements relating to the Company Key Products