definiens: by a Party means ( i ) a permitted assignment or sublicense of this Ag reement ( in whole or in part ) by such Party to an A ffiliate or a Third Party outside of the United States ; ( ii ) the exercise by such Party of its rights under this Agr eement ( in whole or in part ) through an Affiliate or Third Par ty outside of the United States ( or the direct exer cise of such rights by an Affiliate of such Party outside of the United States ) ; ( iii ) a redomiciliation of such Pa rty, an assignee or a successor to a jurisdiction outside the United States ; and ( iv ) any action by such Party that cau ses this Agreement or any payment contemplated by this Agree ment to become subject to Tax in a jurisdiction out side of the United States or subject any payment contemplat ed by this Agreement to withholding in any jurisdic tion that would not have been required absent such Withholdin g Action