definiens: means any Person appointed b y [COMPANY] or any of its Affiliates or its or their Sublicensees to distribute, market and sell a Licen sed Product with or without finishing or packaging rights, in one ( 1 ) or more countries in the Territory, in circumst ances where such Person ( a ) purchases all of its re quirements of such Licensed Product from [COMPANY] or its Affiliates or its or their Sublicensees, and ( b ) is not a sub licensee of [COMPANY] or any of its Affiliates or its or their Sub licensees under the rights granted to [COMPANY] under Section 6.1.1 ( except to the extent sublicensed to finish or pack age such Licensed Product ) and does not make any ro yalty or other similar payments tied to Net Sales as conside ration for the grant of rights 8 under Section 6.1.1