definiens: means, with respect to a proposed ROW Arrangement, any Third Party that at the time of determination is a party to a marketing -8 - 345445 agreement with the Offering Party or its Affiliates ( which such agreement has been in existence for not less than three years ) in the country that is the subject ofthe proposed ROW Arrangement involving the marketing by such Third Party of one or·more of those products of the Offering Party which, during either ofthe two full calendar years prior to the date of determination, accounted for sales revenue wruch represented 40 % or more of the Offering Party 's gross revenue in such country during the applicable year ; provided that, with respect to Argentina, Brazil, Italy and Spain, a Pre - Existing M Relationship shall be deemed to exist with respect to any Third Party other than a Third Party that together with its Affiliates at the time of detennination is either ( i ) one of the top ten companie, s in worldwide gross sales of Ethical Phannaceutical Products or ( ii ) one of the top five companies in gross sales of Ethical Pharmaceutical Products in the European Union ( other than any of those companies refened to in clause ( i » . Notwithstanding the foregoing, Sigma Tau S.p . A. and its Affiliates shall be deemed to be a Pre - Existing M Relationship with respect to Italy and Spain