definiens: means a bona fide, arms length agreement ( other tha n a permitted assignment of this Agreement ) in which a Party ( a ) grants or otherwise transfers any of the rights lic ensed to such Party hereunder, ( b ) agrees not to assert s uch rights or to sue, prevent or seek a legal remedy for the performance or practice of same, or ( c ) is under an obligation to grant, assign or otherwise transfer any such rights or non - assert ion, or to forebear from granting or otherwise transferring such rights to any other ent ity . Agreements expressly considered Sublicenses include ( x ) licenses, option agreements, agreements, right of first refusal agreements, non - assertion agreements, coven ants not to sue, distribution agreements that grant or otherwise transfer any rights l icensed to a Party hereunder, or similar agreements and ( y ) agreements that grant or otherwise transfer rights licensed to a Party under this Agreement along with rights owned by such Party or granted to such party by a Third Party