definiens: ' mean, a distributor acting in lhe capacity of a sublicensee such that such distributor holds ( A ) sales and dIstribution rights in n eountry or coontries in the Territory respoosible for sa!e.~ and distribution of the Licensed Product in such OOUntry or COUntries . coupled with ( 8) pricing authority or government pricing negotiation authority with respect to wholesalers or sub - distributors in such country or coontries . ExI'CUlion COp ! Sales of Licenk'd Product by and between [COMPANY] and lIS Affiliates Of subliccn!il'Je$ Of Excluded OistributOl'i ate not sales to non - sublicensee Third Panics and will be C-1.cludcd from Net Sales calculations for all purposes . If [COMPANY] or any of its AffilialC!l . Excludl : d Distributors or sublicensccs mak.es allY transfer of Licensed Products to Third Parties for consideration other than ITlOflCt31 ) ' value or as part of a multiprodu ct tranS8Cllon, such transfer will be considered a sale hereundo : r for Net Sales . accounting and royally I)urposes . Net Sales for any such transfers will be determined on 11 country by country basis and will be the average price of " arms length ' · sales by [COMPANY] or its Afliliates or sublicensees or Excluded Dislributors in such country during the royally reporting period in which such transfer occurs or . if no such " arms length · · sales occurred in such COtJntry during such period . during the laSI period in which such salcs occum : d. If no sales have occurred in a particular country, Net Sales for lilly such transfer in such COtJnlry will be the average price of sales in all counlTies in the Territory by [COMPANY], its Affiliates, Excluded DistTibulOf"li Of sublicensees