definiens: means any agreement or multiple agreements with a third party which is not an AFFILIATED COMPANY in which COMPANY : ( a ) Grants rights in, to or in respect of any of th e PATENT RIGHTS ; ( b ) Grants the right to make, use, offer for sale, sell or import a LICENSED PRODUCT, or to provide a LICENSED SERVICE ; ( c ) Agrees not to assert the PATENT RIGHTS or agree s not to sue, seek damages or seek injunctive relie f for the practice of same ; ( d ) Assigns or otherwise transfers this AGREEMENT o ther than as permitted under Article 10.9 herein below and provided that LICENSOR has elected to tre at such assignment or transfer as a SUBLICENSE ; or ( e ) Is under an obligation to do any of the foregoi ng, or to forbear from offering to do or doing any of the foregoing with any other entity