definiens: shall mean1 ) any Person ( other than an Affiliate of Licensee ) that is employed by or otherwise under written contractwith Licensee or an Affiliate of Licensee to make, use, sell, offer for sale, promote, distribute, or market Licensed Product inthe Field in any country ( or portion thereof ) in the Territory on behalf of, or in collaboration or partnership with, Licensee orits Affiliate ; provided, however, the term shall not apply to any such Person to which Licensed Product is sold byLicensee or an Affiliate of Licensee solely for resale by such Person to Third Parties in the Field in any country ( or portionthereof ) in the Territory, where such Person ( i ) does not pay any consideration to Licensee or any Affiliate of Licensee inconnection with its resale of Licensed Product, and ( ii ) has no significant contractual obligations to Licensee or any Affiliateof Licensee with regard to marketing or promotion of the Licensed Product