definiens: shall mean any agreement(s ) or combination of agr eements however captioned and regardless of how the conveyances are referred to therein, in which Licensee : ( a ) grants or otherwise conveys any of the rights licensed hereun der ; ( b ) agrees not to assert any of the rights lic ensed hereunder ; ( c ) has obtained agreement not to practi ce any right licensed hereunder ; ( d ) permits the ma king, offering for sale using, selling or importing of Li censed Products by a third party ; ( e ) provides a th ird party development, manufacturing, marketing, distribution or acquisition rights for Licensed Products ; and / o r ( f ) grants an option or other future right to obtai n any of the foregoing, in each case regardless of how such person or entity is referred to therein . For clarif ication, ( i ) to the extent that Licensee, its Affil iates or other Sublicensees do not receive consideration beyond th e fair market value of Licensed Products supplied, in no event shall include agreement(s ) wi th manufacturers, suppliers, or Distributors or the like or other service arrangements entered into for purpose s of distribution, supply, and/or manufacturing or similar arrangements of the Licensed Product ; and ( ii ) arra ngements entered into for the purposes of funding p roduct development in exchange for development, manufactur ing, marketing or distribution rights are Sublicens es