definiens: shall mean a Third -Party sublicensee under the license granted by [COMPANY] to SymBio pursuant to Section 2.1, whether such Third Party ’s sublicense was granted to it directly by SymBio or its Affiliate or indirectly through one or more tiers of sublicense . As used in this Agreement, shall not include : ( a ) a Third Party distributor of Product that has no royalty or other payment obligations to SymBio or any of its Affiliates that are calculated based on amounts invoiced or received by such Thi rd Party for sales of Product ; ( b ) a Third Party distributor of Product that ( i ) does not take title to Product, ( ii ) does not invoice Product sales to Third Party customers and ( iii ) is responsible only for inventory management and distribution with respe ct to Product on behalf of SymBio or its Affiliate ; or ( c ) a Third Party to which SymBio or its Affiliates has granted the right solely to market or promote, but not to sell or offer for sale, Product in the Field