definiens: means any Business Contract ( including any Mixed Contracts to the extent included therein but excluding Benefit Plans ) which is of the types set forth below and for which the te rm has not yet expired in accordance with the terms of such Business Contract : ( i ) Business Leases ; ( ii ) Contracts pursuant to which the Business sells products to its top fifty ( 50 ) customers, as measured by the aggregate value of sales to such customers during the twelve ( 12 ) -month period ending on December 31, 2018 ; ( iii ) Contracts with the top fifty ( 50 ) suppliers of goods and services to the Busines s, as measured by aggregate payments to such suppliers during the twelve ( 12 ) -month period ending on December 31, 2018 ; ( iv ) Contracts that would obligate Purchaser and its Subsidiaries ( including the Transferred Entities ) no t to ( i ) compete following the Closing in any Business or geographic area or ( ii ) engage in any line of business or acquire any legal entity, in each case, where such restriction on competition, engagement in any line of business or acquisition would be ma terial to the Business ; ( v ) Contracts that relate to the settlement of any ( A ) Proceeding involving a claim for money damages in excess of five million 28 Euro ( € 5,000,000 ) where all or any portion of such money damages remains unpaid, or ( B ) any other Proceeding not involving a claim for money damages where the settlement materially impacts the conduct of the Business or the operation and use of the Business Assets ; ( vi ) Contracts t hat relate to ( A ) a material joint venture, partnership, joint development, collaborative research or similar agreement involving the sharing of profits or expenses, or ( B ) the discovery, research or development of any material Business Products or materia l Business Pipeline Products or creation or ownership of any material Business Intellectual Property ; ( vii ) Contracts that grant an option to acquire, sell, lease or license any material Business Asset or that grant any right of first offer, right of first refusal or right of first negotiation in respect of any material Business Asset ; ( viii ) Contracts that ( A ) grant pricing terms to any customer or supplier of Seller Parent and its Subsidiaries or ( B ) that would obligate Purchaser and its Subsidiaries ( including the Transferred Entities ) to provide any such pricing terms, in each case, where such terms would be material to the Business ; ( ix ) Contracts that require Seller Parent and its Subsidiaries to purchase from a third Person its or their total requirements of any products or services which are material to the Business, taken as a whole ; ( x ) Contracts for the license, sale or acquisition, or grant of any covenant ( including any covenant not to sue or covenant not to assert ), release, immunity or other rights with respect to ( A ) any Business Intellectual Property by Seller Parent and its Subsidiar ies to any Person or ( B ) any Intellectual Property Related to the Business from another Person to Seller Parent or any of its Subsidiaries, except for non -exclusive licenses of Software granted by any Person to Seller Parent or any of its Subsidiaries that is generally available on non -discriminatory terms, in each of the foregoing clauses ( A ) and ( B ) where such license is material to the Business, taken as a whole ; ( xi ) Contracts pursuant to which any of the Transferred Entit ies has incurred indebtedness for borrowed money in excess of five million Euro ( € 5,000,000 ) which will not be terminated as of Closing or which impose an Encumbrance ( other than a Permitted Encumbrance ) on any material Business Assets that will not be rel eased on or before the Closing ; ( xii ) Contracts with any Government Entity involving payments by or to Seller Parent and its Subsidiaries in excess of five million Euro ( € 5,000,000 ) annually ; ( xiii ) Cont racts pursuant to which any of the Transferred Entities has guaranteed indebtedness for borrowed money of any other Person in excess of five million Euro ( € 5,000,000 ) which will not be terminated as of Closing ; and 29 ( xiv ) Contracts for capital expenditures that are related to the Business involving payments of more than five million Euro ( € 5,000,000 ) individually or in the aggregate, in each case under which there are material outstanding obligations