definiens: means any agreement or combination of agreements however captioned and regardless of how the conveyances arereferred to therein, in which Buyer, its Affiliate, or any Licensee, as applicable directly : ( a ) grants or otherwise conveys rights in or to any ofthe Purchased Assets ; ( b ) agrees not to assert any right in or to the Purchased Assets ; ( c ) has obtained agreement not to practice any rightin or to any Purchased Asset ; ( d ) permits the making, offering for sale using, selling or importing of Products by a third party ; ( e ) provides athird party development, manufacturing, marketing, distribution or acquisition rights for Products ; and/or ( f ) grants an option or other futureright to obtain any of the foregoing, in each case regardless of how such person or entity is referred to therein . For clarity, so defined, Licenses ( i ) do not include agreement(s ) with manufacturers, suppliers, or distributors or the like or other service arrangements entered intoby Buyer or any Licensee for purposes of distribution, supply, and/or manufacturing or similar arrangements of the Product on Buyer ’s orsuch Licensee ’s behalf, but only to the extent that neither Buyer nor such Licensee receives consideration above the fair market value of theProducts supplied ; and ( ii ) do include arrangements entered into for the purposes of funding product development in exchange fordevelopment, manufacturing, marketing or distribution rights