definiens: by a Party means ( i ) a permitted assignment or sublicense of this Agreement ( in whole or inpart ) by such Party to an Aﬃliate or a Third Party outside of the United States ; ( ii ) the exercise bysuch Party of its rights under this Agreement ( in whole or in part ) through an Aﬃliate or Third Partyoutside of the United States ( or the direct exercise of such rights by an Aﬃliate of such Party outsideof the United States ) ; ( iii ) a redomiciliation of such Party, an assignee or a successor to a jurisdictionoutside the United States ; and ( iv ) any action taken after the Eﬀective Date by such Party that causesthis Agreement or any payment contemplated by this Agreement to become subject to tax ( includingby virtue of withholding or deduction ) in any additional jurisdictions after the Effective Date