definiens: means any right granted, license given or agreeme nt entered into, by ASOthera to or with any other person or entity, under or with resp ect to or permitting any use of any of the Licensed Patents or otherwise permitting the development, manufacture, marketing, distribution and/or sale of Licensed Pro ducts ( regardless of whether such grant of rights, licens e given or agreement entered into is referred to or is described as a sublicense ) . For clarity and notwithstanding t he foregoing, does not include : ( a ) a grant by ASOthera as part of a Sale of a Lice nsed Product to a Third Party of the implied license ( 1 ) to use such Licensed Product or ( 2 ) to resell such Licensed Product, provided that the onl y consideration ( whether monetary or non - monetary ) re ceived by ASOthera, or any Affiliate of ASOthera, i n connection with such grant is the fair market value of the Licensed Product sold ; or ( b ) any agreement in which ASOthera grants its Affi liate the right to perform or exercise some or all of ASOthera ’s rights and/or obligations under this Agreement, as long as such Affiliate does not pay A SOthera any consideration ( in any form ) actually for such g rant