definiens: shall mean ( i ) any right granted, license given or agreement entered into by Company or a Sublicensee to or with another person or entity, under or with respect to, in connection with or permitting any use of the Patent Rights or otherwise granting rights to such person or entity pursuant to this Agreement ( e.g., an agreement created for the purpose of developing a Licensed Product, such as a strategic partnership ) ; ( ii ) any option or other right granted by Company or a Sublicensee to any other person or entity to negoti ate for or receive any of the rights described under clause ( i ) ; or ( iii ) any standstill or similar obligation undertaken by Company or a Sublicensee toward another person or entity not to grant any of the rights described in clause ( i ) or ( ii ) to any thir d party, in each case regardless of whether such grant of rights, license given or agreement entered into is referred to or is described as a sublicense . For avoidance of doubt, each sublicense tier shall be a Sublicense . Notwithstanding anything in the fo regoing, 6 a Change of Control of Company, a Change of Control of an Affiliated Sublicensee or the assignment or transfer of this Agreement in its entirety in accordance with Section 10 shall not be deemed a