definiens: means any legally binding contract or agreement to which the Companyis a party, by which the Company is bound or pursuant to which the Company is an obligor or a beneficiary, which:3.16.3.1 involves expected receipts or expenditures in excess of $ 100,000 in the current orany future calendar year;3.16.3.2 is a license or other contract or agreement pursuant to which the Company hasobtained any right, title or interest in, under or to any material Owned Intellectual Property, other thannonexclusive licenses that are available to the public generally;3.16.3.3 grants any exclusive rights to any material Owned Intellectual Property to any Person;3.16.3.4 evidences indebtedness for borrowed or loaned money of $ 100,000 or more, includingguarantees of such indebtedness by the Company;3.16.3.5 is a lease or sublease of any real property material to the Company ’s business;3.16.3.6 is for the employment of, or receipt of any services from, any director or officer of theCompany or any other Person on a full - time, part - time, consulting or other basis providing annual compensationin excess of $ 200,000 ; 253.16.3.7 provides for severance, termination or similar pay to any of the Company ’s current orformer directors, officers, employees or consultants or other independent contractors, except to the extentalready paid by the Company;3.16.3.8 provides for a loan or advance of any amount to any director or officer of theCompany, other than advances for travel and other appropriate business expenses in the ordinary course ofbusiness;3.16.3.9 licenses any Person to manufacture or reproduce any of the Company ’s products orservices or any contract or agreement or agreement to sell or distribute any of the Company ’s products orservices;3.16.3.10 is a joint venture, partnership or other contract or agreement involving any jointconduct or sharing of any business, venture or enterprise, or a sharing of profits or losses or pursuant to whichthe Company has any ownership interest in any other Person or business enterprise;3.16.3.11 contains any covenant limiting the right of the Company to engage in any line ofbusiness or to compete ( geographically or otherwise ) with any Person, granting any exclusive rights to make, sellor distribute the Company ’s products, granting any or similar rights or otherwise prohibitingor limiting the right of the Company to make, sell or distribute any products or services;3.16.3.12 involves payments by the Company based, in whole or in part, on profits, revenues, fee income or other financial performance measures of the Company;3.16.3.13 is a power of attorney granted by or on behalf of the Company;3.16.3.14 is a written warranty, guaranty or other similar undertaking with respect to contractualperformance extended by the Company other than in the ordinary course of business;3.16.3.15 is a settlement agreement with respect to any pending or threatened Action enteredinto within three years prior to the date of this Agreement, other than ( A ) releases immaterial in nature or amountentered into with former employees or independent contractors of the Company in the ordinary course of businessin connection with routine cessation of such employee ’s or independent contractor ’s employment with theCompany or ( B ) settlement agreements for cash only ( which have been paid ) and do not exceed $ 100,000 as tosuch settlement;3.16.3.16 was entered into relating to the sale of assets of the Company outside the ordinarycourse of business and that involves an amount or value in excess of $ 100,000;3.16.3.17 any Governmental Entity or any prime contractor to any Governmental Entity is aparty to ; or3.16.3.18 if terminated, would reasonably be expected to result in a Company Material AdverseChange