definiens: means . solely with respect 10 a Third Party with whom XOMA licenses or grants rights, as part of a bona fide collaboration, development, com­mercialization or marketing anangement, to develop, commercialize . market or distribute any compound or produ~ provided, however, no Third Party shan be a Collaboration Partner if ( a ) such Third Patry is known by XOMA to be, at the time of determination, either misappropriating any [COMPANY] Know - How or infringing any [COMPANY] Discovery Patent Rights or ( b ) such Collabora­tion Partner does Dot take material economic risk with respect to the discovery, identification, de­velopment or commercialization of such compound or product that is the subject of the applicable anangement ; and providedJurther, that the foregoing clause ( b ) shan not prevent XOMA from using any Third Party as a distributor or selling agent of such compounds or products