definiens: means an agreement in which Company ( a ) grants or otherwise transfers any of the rights licensed to Company hereunder or rights that are relevant to Exploiting Licensed Products, ( b ) agrees not to assert such rights or to sue, prevent or seek a legal remedy for the practice of same, or ( c ) is un der an obligation to grant, assign or transfer any such ri ghts or non - assertion, or to forebear from granting or transferring such rights to any other entity, inclu ding by means of an option . Agreements expressly co nsidered Sublicenses include licenses, option agreements, agreements, right of first refusal agreemen ts, non - assertion agreements, covenants not to sue, distrib ution agreements that grant or otherwise transfer a ny rights licensed to Company hereunder, or similar agreement s. Excluded from this definition of ar e ( a ) a sublicense to an Affiliate of Company under Section 2.3 and ( b ) an assignment of this Agreement in com pliance with Section 11.14 . For the avoidance of doubt, if a Sublicense is entered into pursuant to an option or similar agreement that is also a Sublicense, then the date of execution of the Sublicense shall be the executi on date of the Sublicense that is an option or similar agreement, not the date of the exercise of the option or simil ar agreement