definiens: of a Party means ( a ) an employee of such Party or an Affiliate of such Party or ( b ) anindividual independent contractor engaged by such Party or Affiliate ( but only to the extent expressly permitted bySection 6.9(b ) of this Agreement or by agreement of the BMKK / BMS and MJ / [COMPANY] members of the JJCC ) to Co - PromoteFinal Product on behalf of such Party, in either case ( i ) who is responsible for meeting in person with customers and otherswho can buy or prescribe ( or influence the buying or prescribing process and decisions regarding buying or prescribing ) theFinal Product in Japan, and ( ii ) whose success at such activities is a significant factor in the ongoing employment orengagement, and compensation, of the individual, excluding in each case ( x ) those employees or independent contractors ofeither Party or such an Affiliate that are solely engaged in telemarketing, professional education or other indirect activities insupport of direct selling and ( y ) Medical Liaisons