definiens: by a Party means ( i ) a permitted assignment or sublicense of this Agreement ( in whole or in part ) by such Party to an Affiliate or a Third Party outside of the Party ’s jurisdiction ; ( ii ) the exercise by such Party of its rights under this Agreement ( in whole or in part ) through an Affiliate or Third Party outside of the Party ’s jurisdiction ( or the d irect exercise of such rights by an Affiliate of such Party outside of the Party ’s jurisdiction ) ; ( iii ) a redomiciliation -41- of such Party, an assignee or a successor to a jurisdiction outside the applicable jurisdiction of the Party, an assignee or a successor ; and ( iv ) any action taken after the Effective Date by such Party that causes this Agreement or any payment contemplated by this Agreement to become subject to tax ( including by virtue of withholding or deduction ) in one or more additional jur isdictions after the Effective Date