definiens: means, subject to the terms and conditions of this Agreement, including ZGEN’sright to make an Election to Co - Fund : ( a ) the right to conduct research, use, sample, develop ( including clinical development),manufacture, promote, market, offer to sell, import, export, distribute, sell, and have sold Products, including the use of, contract research organizations ; and ( b ) the right to conduct research, use, sample, develop ( including clinical development),manufacture, promote, market, offer to sell, import, export, -2- * Confidential Treatment Requested.distribute, sell and have sold Products together with one or more third parties as part of a co - marketing agreement, strategicpartnership, joint venture relationship or the like in which NN or its Affiliate continues work on research and development ofProducts ; and ( c ) the right to sublicense one or more third parties to manufacture, promote, market, offer to sell, import, export, distribute, sell or have sold Products