definiens: or anymember of the ( as such terms are respectively defined in Rules 12b-2 and 16a-1 of the ExchangeAct ) of any such officer, director, or beneficial owner);(xi ) any Contract ( A ) with any sole - source suppliers ( i.e., suppliers for which there is no readilyavailable alternate supplier at comparable cost ) of material tangible products or services ( provided that, in the case ofpurchase orders for reagents in the ordinary course of business consistent with past practice, only the supplier needbe scheduled on Section 5.21(a)(xi)(A ) of the Company Disclosure Schedule ) or ( B ) that includes any material terms and conditions ( including, without limitation, with respect to pricing ) or minimum purchasearrangement;(xii ) any Contract containing any provision or covenant that limits the freedom of the Company orany of its Subsidiaries ( or that purports, after the Closing, to limit the freedom of Parent or any of its Affiliates ) to(A ) sell any products or services of or to any other Person or in any geographic region, ( B ) engage in any line ofbusiness or ( C ) compete with or to obtain products or services from any Person or limiting the ability of any Person toprovide products or services to the Company or any of its Affiliates, other than Contracts containing customaryprovisions restricting solicitation of employees and agreements with recruiting agencies pursuant to which suchagencies are granted the exclusive right to identify candidates for employment;(xiii ) any Contract pursuant to which the Company or any of its Subsidiaries has continuingobligations involving ( A ) milestone or similar payments, including upon the achievement of regulatory or commercialmilestones, in excess of $ 10,000,000 in the aggregate, or ( B ) payment of royalties or other amounts calculated basedupon any revenues or income of the Company or any of its Subsidiaries, in each case that can not be terminated bythe Company or its Subsidiaries without payment or penalty without more than 60 days ’ notice;(xiv ) any Contract that purports to bind or otherwise impose material obligations on Parent or any ofits Affiliates ( including as a result of their investment in the Company ) ; or(xv ) any ( as such term is defined in Item 601(b)(10 ) of Regulation S - K of the SEC)other than any Company Employee Plan ; or 36(xvi ) any other Contract not made in the ordinary course of business that is material to the Companyand the Subsidiaries, taken as a whole