definiens: means, solei y with respect to Di ~ oyery Products, any Third Party to whom [COMPANY] or a Designated [COMPANY] Affiliate licenses or grants rights, as part of a bona fide collaboration, development . commercialization or marketing arrangement, to develop, com­mercialize, market or distribute any Discovery Product ; provided, however, no Third Party shaU be a [COMPANY] licensee if ( a ) such Third Party is known by [COMPANY] to be, at the time of determina · tion, either misappropriating the Article 3A Know - How or infringing any of the Article 3A Patent Rights or ( b ) such [COMPANY] Licensee does nol take material economic risk with respect to the dis­covery, iw .. >tJtification, development or commercialization of such Discovery Product that is the subject of the applicable arrangement ; and provided.jurther, that the foregoing clause ( b ) shall not prevent [COMPANY] from using any Third Party as a distributor or selling agent of such Discovery Products . All arrangements with a [COMPANY] Licensee related to Discovery Products shall be pursu­ant to a written agreement, which will incoxporate the applicable provisions of the Agreement ( including without limitation Article 3A ) and . where applicable, provide that XOJ\.tA and its Af­fiJiates shall be third party beneficiaries thereof