definiens: of a Party means ( a ) an emp lo~ of such Party or an Affiliate of such Party andlor ( b ) an independent controctor engaged by such Party or Affiliate ( to the extent pcnnincd in this A&recment ) or by an Affiliate of either Party . to Co - Promote I.iccnsed Products on behalf of such Party, in either case ( i ) who is responsible fOf meeting ... ilh customeB and otheB who wn buy or prescribe ( or influc : ncc : the buying or prescribi ng process and decisions regarding buying or prescribing ) ( the applicable Licensed Product in the Co­Promotion Territory, and ( ii ) whose ( success at such ( octivitics is ( a significant factor in the onioing employment or engagement, and compensation, ( of the individual, excluding in each case those employees or independent cont : r. JctOTli of either Party or such an Affiliate Ihat an : solely engaged in te\cm : ui : etin & . professional edUC3.tion or other indirect activities in support of direct selling