definiens: shall mean a Third Party to whom [COMPANY] shall have granted a license or sublicense under [COMPANY] ’s rights pursuant to Section . 2.3 to m ake, have made, use, sell, offer for sale, or impor t a Licensed Product in one or more countries in the Territory . Solely for the purpose of any compensation payable to [COMPANY] hereunder, shall include a Third Part y to whom [COMPANY] or another Sublicensee shall have granted the right to distribute one or more Licensed Produc t(s ), wherein such distributor pays to [COMPANY] or su ch another Sublicensee a royalty based upon the revenues recei ved by the distributor for the sale of such License d Product(s ), but shall not include ( i ) any Third Par ty who receives an implied license to use a unit of Licensed Product(s ), arising by operation of law, as a conse quence of the purchase of said unit of Licensed Pro duct(s ) ; or ( ii ) any Third Party where [COMPANY] or such another S ublicensee merely sells such Licensed Product(s ) at a fixed transfer price to such distributor for resale by su ch distributor and [COMPANY] is not compensated based on the resale price of such Licensed Product by such distributor