definiens: means the grant of a license, sublicense or other right by [COMPANY] and/or its Affiliates to a non - Affiliate Third Party to use and sell Product, provided that such Third Patty ( a ) is responsible for some or all of the marketing and promotion of Product within the applicable territory or ( b ) pays to [COMPANY] or its Affiliates additional consideration attributable and allocable to the license for Product ( such as upfront payments, royalties or commissions ) beyond the price for the purchase of Product . For the avoidance of doubt, licenses or sublicenses to Third Party distributors that do not have responsibility for promotion of Product within the applicable territory and do not pay such additional consideration, or to Third Party contract manufacturers for the purpose of manufacturing Product for [COMPANY] or Sublicensees, are not 1.66 means a non - Affiliate Third Party to whom [COMPANY] and/or its Affiliates have granted a Sublicense