definiens: shall mean ( i ) any right granted, license given or agreement entered into by and between COMPANY and another person or entity, pursu ant to the rights granted under this Agreement for the development, manufacture, marketing, distribution, use and/or sale of UCENSED PRODUCTS or LICENSED PROCESSES ; ( ii ) any option or other right granted b y COMPANY to any other person or entity to negotiat e for or receive any of the rights described under clause ( i ) ; or ( iii ) any covenant or similar obligation u ndertaken by COMPANY toward another person or entity not to gran t any of the rights described in clause ( i ) or ( ii ) to any third party, in each case regardless of whether suc h grant of rights, license given or agreement enter ed into is referred to or is described as a sublicense . For th e avoidance of doubt, COMPANY ’s express agreement t o practice the PATENT RIGHTS at the behest of or on b ehalf of a third party shall constitution a SUBLICE NSE