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 Party ( a ) i s responsible for some or all of the marketing and promotion of P roduct within the applicable territory or ( b ) pays to [COMPANY] or its Affiliates additional considerat ion attributable and allocable to the license for P roduct ( such as upfront payments, royalties or commissions ) beyo nd the price for the purchase of Product . For the a voidance of doubt, licenses or sublicenses to Third Party di stributors that do not have responsibility for prom otion of Product within the applicable territory and do not pay such additional consideration, or to Third Part y contract manufacturers for the purpose of manufacturing Prod uct for [COMPANY] or Sublicensees, are not 10 Execution Copy 1.66 means a non - Affiliate Third Party to whom Oncothy reon and/or its Affiliates have granted a Sublicense