definiens: shall mean any right granted, license given or agreement entered into, by Licensee to or withany other person or entity, under or with respect to or permitting any use of any of the Licensed Patent Rights orotherwise permitting the development, manufacture, marketing, distribution and/or sale of Licensed Products(regardless of whether such grant of rights, license given or agreement entered into is referred to or is described as asublicense ) . For clarity, does not include a grant by Licensee as part of a sale of a Licensed Product toan independent third party of the implied license ( a ) to use such Licensed Product or ( b ) to resell such LicensedProduct, provided that the only consideration ( whether monetary or non - monetary ) - 7 -received by Licensee, or any Affiliate of Licensee, in connection with such grant is the fair market value of theLicensed Product sold . Notwithstanding anything expressed or implied in this Agreement to the contrary, the followingshall not be considered a Sublicense : any agreement in which Licensee grants its Affiliate the right to perform orexercise some or all of Licensee ’s rights and/or obligations under Sections 4.1, 4.2 or 4.3, as contemplated inSection 4.1.5, as long as such Affiliate does not pay Licensee any consideration ( in any form ) actually for such grant