definiens: means any license or other agreement between a Se ller or any of its Affiliates and any Third Party ( including any Permitted License with a Third Party ) pursuant to which a Seller or any of its Affiliates grants to such Third Party a license or sublicense of, covenant not to sue under, or other similar rights under any Intellectual Property Right that is reaso nably necessary for the manufacture, use or Commerc ialization of a Product in order for -19- such Third Party to manufacture, use or Commerciali ze such Product ; provided, however, that shall not include ( a ) any research licenses ; ( b ) li censes to Distributors ; ( c ) agreements granting non -exclusive rights to Intellectual Property Rights entered into in the ordinary course of business, including manu facturing agreements, material transfer agreements and consul ting agreements, that, in all cases in this clause ( c ), do not grant any rights to market, distribute or sell a Pr oduct