definiens: means, as of the date hereof : ( i)each of the Company, as such term is defined in Item 601(b)(10 ) of Regulation S - Kpromulgated by the SEC ; ( ii)each non - competition or other Contract to which the Company is a party that ( A ) restricts the ability of theCompany or its Affiliates to compete in any business or with any Person in any geographical area,(B ) requires the Company or its Affiliates to conduct any business on a basis withany third party, ( C ) grants a third party development rights or marketing or distribution rights relating to anyProduct or Product Candidate, ( D ) requires the Company to purchase a minimum quantity of goods orsupplies relating to any Product or Product Candidate in favor of any third party or ( E ) provides for or any similar requirement in favor of any third party ; ( iii)each Contract under which the Company ( A ) licenses Intellectual Property from or to any third party ( otherthan generally commercially available, off - the - shelf software programs available at a cost of not more than$50,000 in aggregate ), or ( B ) develops any material Intellectual Property, itself or through a third party, except, in each case, for such license or development Contracts that are not material to the Company ; ( iv)each Contract to which the Company is a party with any academic institution, research center orGovernmental Authority to which the Company is a party that provides for the provision of funding to theCompany for research and development or similar activities involving the creation of any material IntellectualProperty or other assets ; ( v)each Contract to which the Company is a party that provides for aggregate payments or receipts in excessof $ 250,000 ; ( vi)each Contract to which the Company is a party relating to indebtedness for borrowed money or any financialguaranty, in each case with respect to a principal amount in excess of $ 250,000 ; Agreement and Plan of Merger Page 30 ( vii)each Contract to which the Company is a party that provides for the acquisition or disposition, directly orindirectly, of any assets ( other than acquisitions or dispositions of assets in the Ordinary Course ofBusiness ) or businesses ( whether by merger, sale of stock, sale of assets or otherwise ) that ( A ) has not yetbeen consummated or ( B ) has outstanding any material purchase price adjustment, payment orother material obligations on the part of the Company ; ( viii)each Contract to which the Company is a party pursuant to which the Company has continuingindemnification, guarantee, royalty payments, achievement of results payments, milestone payments, or other contingent payment obligations ( other than indemnification or performance guaranteeobligations provided for in the Ordinary Course of Business ), in each case that could result in payments inexcess of $ 250,000 ; ( ix)each Contract to which the Company is a party that obligates the Company to make any capitalcommitment, loan or expenditure, in an amount in excess of $ 250,000 ; ( x)other than Options, Restricted Stock Units and the ESPP, each Contract that requires or permits theCompany, or any successor thereto or acquirer thereof, to make any payment to another person as a resultof a change of control of the Company ( a ) or gives another Person a right toreceive or elect to receive a Change of Control Payment ; ( xi)each Contract to which the Company is a party with any Governmental Authority, in each case that couldresult in payments in excess of $ 250,000 ( other than for or in respect of any Tax ) ; ( xii)each Contract to which the Company is a party that relates to the formation, creation, operation, management or control of any legal partnership or any joint venture entity pursuant to which the Companyhas an obligation ( contingent or otherwise ) to make a material investment in or material extension of credit toany Person ; ( xiii)each Contract with or binding upon the Company or any of its properties or assets that is of the type thatwould be required to be disclosed under Item 404 of Regulation S - K under the Securities Act ; and ( xiv)each Contract ( including all amendments, extensions and renewals with respect thereto ) pursuant to whichthe Company leases or subleases any material real property ( collectively, the )