definiens: means any non - Sublicensee Third Party ( i.e., any Third Party that is not granted a Sublicense ) that all of ( a ) has been gran ted the right to distribute or resell in the Morpho Sys Territory any quantities of Licensed Product, which quantitie s are provided by [COMPANY] or its Affiliates or it s Sublicensee(s ) ; ( b ) pays [COMPANY] or its Affiliate or its Sublicensee(s ) a transfer price that is ind ependent of resale price ; ( c ) does not pay [COMPANY] or its Aff iliate or its Sublicensee(s ) a royalty calculated a s a percentage of sales or net sales ; and ( d ) does not pay MorphoS ys or its Affiliate or its Sublicensee(s ) any other consideration in connection with Licensed Antibody or Licensed Pr oduct