definiens: means : ( a ) any Sublicensee or ( b ) any other Third Party to which Company or any o f its Subsidiaries, directly or through another Rights - Holding Party, ( i ) licenses or sublicenses any Company Drug IP or any Company Drug IP Patents, ( ii ) licenses or sublicenses any other Patents or K now - How with respect to ( A ) any Target that then is, or ever was, a Category 1 Target, ( B ) any Category 1 Compound or ( C ) any Category 1 Product or ( iii ) grants rights ( A ) to research any Target that then is, or ever was, a Category 1 Target, ( B ) to Generate, identify, discover or Pursue any C ategory 1 Compound or ( C ) to research, develop, manufacture or commercialize any Category 1 Product . A shall include a Third Party to whom Company, any of its S ubsidiaries or any other Rights - Holding Party has granted the right to promote or distribute a Ca tegory 1 Product if such Third Party is principally responsible for marketing and promotion of such Category 1 Product within a particular country or territory