definiens: means any agreement ( i ) by which ZAI or an Affili ate of ZAI grants a sublicense to a Third Party under the rights licensed to ZAI u nder this Agreement with respect to the Licensed Co mpound or Licensed Product, including without limitation a ny license, sublicense, co - development, joint ventu re, Development and Commercialization collaboration or similar transaction involving the grant of a sublic ense, and including any further sublicense of such rights by such Third Party to any other Third Party, but excl uding subcontracts with Approved Contractors to conduct c ertain development, manufacture and/or commercializ ation activities by or on behalf of ZAI, even though a li mited license may be granted in order for such Appr oved Contractor to conduct such activities ; or ( ii ) by w hich [COMPANY] or an Affiliate of [COMPANY] grants a license to a Third Party or such Third Party grants a sublicense there under to another Third Party, in each case with res pect to one or more Licensed Compound(s ) and Licensed Product(s ) for Commercialization in the Partner Territory